Common use of INDEX OF DEFINED TERMS Clause in Contracts

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Alternative Acquisition Agreement 26 Applicable Date 12 Bankruptcy and Equity Exceptions 9 Cap 31 Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger 3 Clearance Date 28 Closing 3 Closing Date 3 Common Stockholder Approval 9 Company Assets 10 Company Board 1 Company Board Recommendation 1 Company Certificates 4 Company Common Stock 1 Company Contracts 15 Company Convertible Note 5 Company Disclosure Letter 8 Company Financial Advisor 18 Company Organizational Documents 9 Company Parties 39 Company Permits 17 Company Proxy Materials 28 Company Proxy Statement 9 Company Rights Agreement 11 Company SEC Reports 12 Company Stockholders Meeting 9 Converted Share 4 Converted Shares 4 Courts 45 DGCL 1 Dissenting Share 8 Dissenting Shares 8 Effective Time 3 Electronic Delivery 48 Environmental Laws 16 Environmental Matters 16 Exchange Act 10 Excluded Shares 4 Expenses 33 Expenses Reimbursement 38 GAAP 13 Go-Shop Period 33 Governmental Entity 9 Indemnification Expenses 30 Indemnified Person 30 Legal Actions 15 Liabilities 14 Management Services Agreement 25 Merger 1 Merger Sub 1 ModusLink CVR 4 ModusLink CVR Agreement 2 Prospectus Supplement NYSE 20 Outside Date 36 Parent 1 Collateral Information Parent Assets 20 Parent LPA 2 Parties 1 Party 1 Payment Agent 5 Payment Fund 5 Per Share Cash Merger Consideration 4 Per Share Merger Consideration 4 Permits 17 Preferred Stockholder Approval 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Representatives 24 Rights and Obligations Agent 2 Xxxxxxxx-Xxxxx Act 12 Schedule 13E-3 27 SEC 9 Securities Act 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum Special Committee 1 Special Servicer Committee Recommendation 1 Indemnification Agreement 12 Trust Surviving Bylaws 3 Surviving Charter 3 Surviving Corporation 3 Takeover Statutes 10 Tax Return 16 Taxes 16 Termination Fee 38 Transactions 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of June 12, 2022 (as amended, this “Agreement”), dated as of September 14by and among Steel Partners Holdings L.P., 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC a Delaware limited partnership (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementParent”), to be dated as of October 1SP Merger Sub, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesInc., a Division Delaware corporation and a wholly-owned subsidiary of PNC Bank, National Association, as special servicer Parent (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeMerger Sub”), and TriMont Real Estate AdvisorsSteel Connect, Inc., as trust advisor a Delaware corporation (the “Trust Advisor”). In exchange for the Mortgage Loans Company” and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling with Parent and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacityMerger Sub, the “Initial Purchasers”) pursuant to Parties” and each, a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase AgreementParty”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans 1 Accountant’s Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 17 MOU 24 19 Mortgagor 1 Agreement 1 MOU 26 Xxxx of Sale 2 Officer’s Certificate 6 Bxxx of Sale 2 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Administrator Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement Certificates 1 Preliminary Memorandum 1 Certificates 1 Closing Date 2 Private Certificates 1 Closing Date 2 Collateral Information 11 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 18 Public Certificates 1 Cure Request 15 17 Purchaser 1 Custodian 1 Repurchase Request 19 Custodian 1 Seller 1 20 Defective Mortgage Loan 16 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 10 Dispute 19 22 Final Judicial Determination 21 Seller Reporting Information 13 14 Final Judicial Determination 19 Memorandum 1 Seller’s Information 12 Final Memorandum 1 13 Indemnification Agreement 13 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 15 Document Defect 17 UCC 5 Material Document Defect 15 Mortgage File 3 Underwriters 1 Mortgage File 3 Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14July 24, 20112015, between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October August 1, 2011 2015, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AB, Class X-B, Class A-J, Class B, Class CD, Class D, Class E, Class F, Class G, Class H, V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2July 15, 2011 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 25 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 17 Seller Defeasance Rights and Obligations 10 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 19 20 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14January 9, 20112013, between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October January 1, 2011 2013 between Purchaser, as depositor, Wxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian ) and special servicer (in such capacity, the “CustodianSpecial Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Xxxxx Fargo Bank, National Association, as special servicer custodian (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeCustodian”), and TriMont Real Estate AdvisorsSitus Holdings, Inc.LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 20112013-C3 C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2December 31, 20112012, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2January 3, 2011 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor MOU 24 Agreement 1 26 Borrower Right 21 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 17 Seller Reporting Information 14 Dispute 20 Seller’s Information 13 Final Judicial Determination 19 Seller’s Information 12 20 Special Servicer 1 Final Memorandum 1 Special Servicer Trust 1 Indemnification Agreement 12 13 Trust Advisor 1 Initial Purchasers 1 Trust Advisor Trustee 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Breach 16 Underwriters 1 Material Document Defect 15 Underwriters 1 Mortgage File 3 16 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14January 9, 20112013, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October January 1, 2011 2013 between Purchaser, as depositor, Wxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and special servicer (the “Special Servicer”), custodian U.S. Bank National Association, as trustee (in such capacity, the “CustodianTrustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Xxxxx Fargo Bank, National Association, as special servicer custodian (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeCustodian”), and TriMont Real Estate AdvisorsSitus Holdings, Inc.LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C7, Commercial Mortgage Pass-Through Certificates, Series 20112013-C3 C7 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2December 31, 20112012, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2January 3, 2011 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 25 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 17 Seller Defeasance Rights and Obligations 10 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 19 20 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14July 13, 20112012, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October July 1, 2011 2012 between Purchaser, as depositor, Wxxxx Fargo BankBank of America, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and TriMont Real Estate Advisorsauthenticating agent, Inc.Wxxxx Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20112012-C3 C5 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class AX-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2July 6, 20112012, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2July 6, 2011 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 ​ ​ ​ Acquiror ‌ 1 Acquiror Bank ‌ 62 Acquiror Benefit Plan ‌ 62 Acquiror Board ‌ 62 Acquiror Bylaws ‌ 62 Acquiror Capital Stock ‌ 62 Acquiror Capitalization Date ‌ 30 Acquiror Certificate of Incorporation ‌ 61 Acquiror Common Stock ‌ 62 Acquiror Disclosure Schedules ‌ 70 Acquiror ERISA Affiliate ‌ 62 Acquiror Financial Statements ‌ 31 Acquiror Preferred Stock ‌ 30 Acquiror SEC Reports ‌ 62 Acquiror Stock Issuance ‌ 62 Acquisition Proposal ‌ 62 Affiliate ‌ 63 Agreement ‌ 1 Applicable Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Business Requirements ‌ 63 Articles of Merger ‌ 2 Bank ‌ 63 Bank Merger ‌ 63 Business Day ‌ 63 Call Report ‌ 63 Certificate 6 Bxxx of Sale Merger ‌ 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 CIC Payment ‌ 49 Closing ‌ 2 Closing Acquiror Common Stock Price ‌ 63 Closing Date ‌ 2 Prospectus Supplement Code ‌ 63 Company ‌ 1 Collateral Information Company Adverse Recommendation ‌ 39 Company Articles of Incorporation ‌ 63 Company Benefit Plan ‌ 63 Company Board ‌ 64 Company Bylaws ‌ 64 Company Capital Stock ‌ 64 Company Capitalization Date ‌ 9 Public Company Common Stock ‌ 64 Company Disclosure Schedules ‌ 70 Company Employees ‌ 37 Company ERISA Affiliate ‌ 64 Company Financial Statements ‌ 10 Company Investment Securities ‌ 27 Company Loans ‌ 13 Company Material Contract ‌ 22 ​ ​ Company Permitted Exceptions ‌ 12 Company Real Estate ‌ 64 Company Shareholder Approval ‌ 64 Company Shareholders’ Meeting ‌ 39 Company Stock Certificates ‌ 5 Confidentiality Agreement ‌ 34 Consulting Agreement ‌ 40 Contemplated Transactions ‌ 64 Contract ‌ 64 Control,” ”Controlling” or ”Controlled ‌ 64 Conversion Fund ‌ 5 Covered Employees ‌ 48 CRA ‌ 64 Deposit Insurance Fund ‌ 65 Derivative Transactions ‌ 65 DGCL ‌ 65 Dissenters’ Shares ‌ 6 DOL ‌ 65 Effective Time ‌ 2 Environment ‌ 65 Environmental Laws ‌ 65 ERISA ‌ 65 Exchange Act ‌ 65 Exchange Agent ‌ 4 Existing D&O Policy ‌ 45 FDIC ‌ 65 Federal Reserve ‌ 65 GAAP ‌ 65 Hazardous Materials ‌ 65 IBCA ‌ 65 Immediate Family Member ‌ 65 Indemnified Party ‌ 44 IRS ‌ 66 Knowledge ‌ 66 Legal Requirement ‌ 66 Letter of Transmittal ‌ 5 Lien ‌ 66 Material Adverse Effect ‌ 66 Merger ‌ 1 Crossed MergerCo ‌ 1 Mid-Tier Merger ‌ 1 Mid-Tier Merger Agreement ‌ 3 Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Agency ‌ 67 Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum ‌ 67 NASDAQ Rules ‌ 67 New Plans ‌ 49 viii ​ Old Plans ‌ 49 Order ‌ 67 Ordinary Course of Business ‌ 67 OREO ‌ 67 Outstanding Company Shares ‌ 67 PBGC ‌ 67 Per Share Cash Consideration ‌ 4 Per Share Merger Consideration ‌ 3 Per Share Stock Consideration ‌ 4 Person ‌ 67 Previously Disclosed ‌ 70 Proceeding ‌ 68 Proxy Statement ‌ 68 Registration Statement ‌ 68 Regulatory Authority ‌ 68 Remediation Cost ‌ 68 Representative ‌ 68 Requisite Regulatory Approvals ‌ 68 Restrictive Covenant Agreements ‌ 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Schedules ‌ 70 SEC ‌ 68 Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:‌ 68 Shareholder Agreement ‌ 9 Subsidiary ‌ 68 Superior Proposal ‌ 68 Surviving Entity ‌ 1 Tax ‌ 69 Tax Return ‌ 69 Termination Date ‌ 54 Termination Fee ‌ 57 Third Party Consents ‌ 9 Total Payments ‌ 50 Transition Date ‌ 69 U.S. ‌ 69 Unaudited Monthly Financial Statements ‌ 34 ​ ix ​ ​ ​ x ​ ​

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 17 19 MOU 24 27 Agreement 1 Officer’s Certificate 6 7 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 11 Public Certificates 1 Crossed Mortgage Loans 16 19 Purchaser 1 Cure Request 15 17 Repurchase Request 19 21 Custodian 1 Seller 1 Defective Mortgage Loan 16 19 Seller Defeasance Rights and Obligations 10 22 Dispute 19 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 13 14 Final Judicial Determination 19 Memorandum 1 Seller’s Information 12 Final Memorandum 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 12 Trust 14 SMC 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 15 Document Defect 17 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loans 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14July 24, 20112015, between Mxxxxx Sxxxxxx Starwood Mortgage Capital Holdings Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October August 1, 2011 2015, between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Bank of America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AXB, Class X-B, Class A-J, Class B, Class CD, Class D, Class E, Class F, Class G, Class H, V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2July 15, 2011 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller and Purchaser Party hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Loan Schedule 1 Affected Loan(s) 17 MOU 24 Mortgage Loans 1 Agreement 1 MOU 25 Bank of America Lender Successor MSMCH 2 Borrower Right 21 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 17 Seller Defeasance Rights and Obligations 10 Reporting Information 13 Dispute 19 Seller Reporting Seller’s Information 13 Final Judicial Determination 19 Seller’s Information 12 20 Special Servicer 1 Final Memorandum 1 Special Servicer Trust 1 Indemnification Agreement 12 13 Trust Advisor 1 Initial Purchasers 1 Trust Advisor Trustee 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Breach 16 Underwriters 1 Material Document Defect 15 Underwriters 16 Underwriting Agreement 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14July 13, 20112012, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October July 1, 2011 2012 between Purchaser, as depositor, Wxxxx Fargo BankBank of America, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and TriMont Real Estate Advisorsauthenticating agent, Inc.Wxxxx Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Situs Holdings, LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20112012-C3 C5 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class AX-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2July 6, 20112012, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2July 6, 2011 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Officer’s Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate 6 Bxxx of Sale Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Prospectus Supplement Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Collateral Information 9 Public Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Crossed Mortgage Loans 16 Purchaser Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Cure Request 15 Repurchase Request 19 Custodian Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated ) is made as of September 14November 6, 20112007, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) by and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sellamong Charter LCI Corporation, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage LoansCompany”) ), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as described herein. Purchaser will convey the Mortgage Loans to a trust representative of the Sellers and certain other persons identified in Section 9 hereof (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementStockholders’ Representative”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 ACA 25 Acquired Company Confidential Information 68 Acquisition Proposal 58 Additional Equity Financing 65 Additional Escrow Account 9 Additional Escrow Claim 72 Additional Escrow Payout Schedule 11 Adjustment Amount Payout Schedule 11 Adjustment Unit Escrow Account 9 Agreement 1 Officer’s Allocation 68 Alternative Financing 62 Alternative Transaction 58 Base Balance Sheet 22 Business Combination 81 Cash Consideration Payout Schedule 11 Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger 3 Class I Directors 59 Class II Directors 59 Class III Directors 59 Closing 3 Closing Adjustment Statement 13 Closing Date 3 Companies Laws 1 Company 1 Company Disclosure Schedule 19 Company Equity Holder Support Agreement 2 Prospectus Supplement Company Non-Recourse Party 109 Company Sale 18 Company Securityholder Representative 1 Collateral Information 9 Public Certificates Company Sponsor Director Support Agreement 2 Company Sponsor Stockholders Agreement 8 Company Sponsor Support Agreement 2 Company Support Agreements 2 control 84 controlled by 84 D&O Indemnitees 73 Debt Commitment Letter 40 Debt Financing 40 DGCL 1 Crossed Mortgage Loans DLLCA 1 Domestication 1 Earn Out Payout Schedule 11 Earned Earn Out Units 17 Effective Time 3 Enforcement Exceptions 20 Equity Consideration Payout Schedule 11 Estimated Closing Adjustment 13 Estimated Closing Adjustment Statement 13 Excess Amount 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information Exchange Agreement 7 Excluded Financing Expenses 64 Final Closing Adjustment 13 Final Judicial Determination 19 Seller’s Information Closing Adjustment Statement 13 Financial Statements 22 Flow-Through Tax Item 69 Founder Stockholders Agreement 8 GAAP 13 Group 18 Intended Tax Treatment 68 IPO 81 IRS 25 100 Letter of Transmittal 12 Final Memorandum Material Contracts 28 Material Permits 27 Merger 1 Special Servicer Merger Sub 1 Indemnification Merger Sub Equity Holder Written Consent 1 Most Recent Balance Sheet Date 22 NCP Contingent Payment Escrow Account 9 NCP Contingent Payment Escrow Amount 9 NCP Contingent Payment Remaining Amount 16 NCP Contingent Payment Remaining Amount Payout Schedule 11 Objection Notice 14 Organization Agreement 7 Parent 1 Parent Class A Share Certificate 9 Parent Class A Shares 36 Parent Class B Share Certificate 9 Parent Class B Shares 36 Parent Common Stock 36 Parent Disclosure Schedule 35 Parent Equity Holder Meeting 55 Parent Financials 42 Parent Non-Recourse Party 110 Parent Related Party 44 Parent Sponsor Director Support Agreement 2 Parent Warrants 36 Parties 1 Party 1 Paying and Exchange Agent 12 Paying and Exchange Agent Agreement 12 Post-Closing Directors 59 Post-Closing Pubco Board 59 Prospectus 81 Proxy Statement 55 Public Certifications 42 Public Stockholders 81 Redemption 44 Registration Rights Agreement 7 Registration Statement 55 Remaining Amount 15 SEC Reports 42 Stock Price Earn-Out Statement 17 Stockholders Agreement 8 Surviving Company 1 Surviving Company Amended and Restated Limited Liability Company Agreement 3 Surviving Pubco 1 Surviving Pubco Bylaws 67 Surviving Pubco Charter 67 Surviving Pubco Class V Share Subscription Agreement 7 Surviving Pubco Plans 74 Surviving Pubco Public Warrants 2 Surviving Pubco Warrants 2 Tax Partnership Matters Tax Receivable Agreement 7 Top Merchant 32 Top Merchants 32 Top Vendor 32 Top Vendors 32 Transfer Taxes 69 Trust 1 Initial Purchasers 1 Account 81 Trust Advisor 1 Master Servicer 1 Agreement 44 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting 44 under common control with 84 Voting Matters 55 Waiver Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Withdrawing Director 59 101

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 25 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 17 Seller Defeasance Rights and Obligations 10 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 20 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14June 21, 20112013, between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October July 1, 2011 2013 between Purchaser, as depositor, Wxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian ) and special servicer (in such capacity, the “CustodianSpecial Servicer”), Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar registrar, authenticating agent and authenticating agentcustodian (in such capacity, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeCustodian”), and TriMont Real Estate Advisors, Inc.Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 20112013-C3 C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-AA-3FL, Class A-3FX, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2December 31, 20112012, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2June 13, 2011 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 24 26 Agreement 1 Officer’s Certificate 6 Bxxx 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 18 Purchaser 1 Cure Request 15 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Seller Defeasance Rights and Obligations 10 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 19 21 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 17 UCC 5 Material Document Defect 15 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14January 23, 20112015, between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) and secured by the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October January 1, 2011 2015, between Purchaser, as depositor, Wxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “CustodianTrustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C20, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C20 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AX-­B, Class X-BD, Class AX-JE, Class BX-F, Class CX-G, Class D, Class E, Class F, Class G, Class H, V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2January 14, 2011 2015 (as supplemented by the preliminary private placement memorandum supplement, dated January 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Obligations 2 Administrative Agent 1 Affected Loan(s) 17 MOU 24 Affiliate 2 appraiser 6 Authorized Officer 2 Authorized Purposes 2 Available Bond Credits 2 Board of Directors 3 Capitalized Lease Liabilities 3 Collateral Agent 1, 31 Corporate Trust Office 3 Cost 3 Credit Agreement 1 Credit Agreement Event of Default 4 Credit Agreement Obligations 4 Credit Agreement Secured Parties 4 Credit Documents 4 Debt 4 Deed of Trust 1 Deed of Trust Obligations 5 DOT Trustee 5 Enforcement Action 5 engineer 6 Event of Default 5 Excepted Property 5 Execution Date 1 Expert 6 Expert’s Certificate 6 Fair Value 7 First Indenture 1 Fraudulent Transfer Laws 20 Funded Cash 7 Funded Property 7 Government Obligations 8 Governmental Authority 8 Grantor 1 Grantor Order 8 Indenture Notes 2 Indenture Notes Event of Default 9 Indenture Notes Obligations 9 Indenture Notes Secured Parties 9 Indenture Trustees 9 Indentures 1, 9 Independent 9 Investment Securities 9 Lender 1 Lenders 1 Lien 10 Material Adverse Effect 10 Minimum Sale Price 49 Mortgaged Property 10 Obligations 11 Officer’s Certificate 6 Bxxx 11 Opinion of Sale 2 Other Mortgage Loans Counsel 11 Outstanding 11 Permitted Liens 12 Person 12 Property Additions 12 XXX 00 Xxxxxxxx Money Lien 13 Qualified Bidder 49 Required Secured Parties 14 Responsible Officer 14 Second Indenture 1 Secured Parties 14 Secured Party Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 14 Secured Party Officer 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Secured Party Representative 15 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach Indenture Act 23 XXX 00 Xxxxxx Xxxxxx 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”)DEED OF TRUST, dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:SECURITY AGREEMENT AND FIXTURE FILING

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”)The following terms, dated as of September 14when used herein, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in on the Pooling page number indicated below: Acquisition Proposal 59 Additional Merger Consideration 8 Agreement 1 Article III Standard 11 Article IV Standard 30 Average MB Common Stock Price 4 Bank Merger 5 Bank Merger Agreement 6 Bank Merger Certificates 6 Bank Regulatory Applications 51 Base Merger Consideration 2 Base Merger Consideration Value 4 BHC Act 11 Book-Entry Shares 2 Cancelled Shares 3 Certificate 2 Certificates of Merger 2 Closing 66 Closing Date 66 Code 1 Confidentiality Agreement 49 Covered Employees 54 Deferred Compensation Trust 47 Delaware Secretary 1 DGCL 1 Dissenting Shares 3 Dissenting Stockholder 3 DPC Common Shares 3 Effective Time 2 Enforceability Exceptions 25 Environmental Laws 25 ERISA 19 Exchange Act 16 Exchange Agent 6 Exchange Agent Agreement 6 Exchange Fund 6 Exchange Ratio 2 FDIC 12 Federal Reserve Board 14 GAAP 11 Governmental Entity 15 Xxxxx Existing Employment Agreement 55 Xxxxx New Employment Agreement 55 Illinois Banking Regulator 15 Intellectual Property 26 IRS 18 Joint Proxy Statement 15 Letter of Transmittal 7 Liens 13 Loans 28 Management Services Agreement 55 Maryland Department 1 Material Adverse Effect 11 Materially Burdensome Regulatory Condition 51 MB 1 MB Articles 5 MB Bank 5 MB Benefit Plans 37 MB Bylaws 31 MB Charter Amendment 5 MB Common Stock 2 MB Contract 41 MB Disclosure Schedule 29 MB ERISA Affiliate 37 MB Leased Properties 42 MB Meeting 52 MB Owned Properties 42 MB Preferred Stock 27 MB Qualified Plan 37 MB Real Property 42 MB Regulatory Agreement 41 MB Reports 39 MB Restricted Stock Award 31 MB Series A Preferred Stock 3 MB Stock Options 31 MB Stock Plan Amendment 53 MB Stock Plans 31 MB Subsidiary 31 Merger 1 Merger Consideration 2 Merger Consideration Value 4 MGCL 1 Multiemployer Plan 20 Multiple Employer Plan 20 NASDAQ 4 OCC 14 Permitted Encumbrances 26 Premium Cap 57 Regulatory Agencies 15 Representatives 58 Requisite MB Vote 32 Requisite Regulatory Approvals 61 Requisite TCG Vote 14 Xxxxxxxx-Xxxxx Xxx 16 XXX 00 Xxxxxxxxxx Xxx 00 Specified Percentage 59 SRO 15 Subsidiary 12 Superior Proposal 64 Surviving Corporation 1 Takeover Statutes 27 Tax 19 Tax Return 19 Taxes 19 TCG 1 TCG Benefit Plans 19 TCG Bylaws 12 TCG Certificate 12 TCG Common Stock 2 TCG Contract 24 TCG Default 14 TCG Deferred Compensation Plan 22 TCG Designated Directors 5 TCG Disclosure Schedule 10 TCG ERISA Affiliate 19 TCG Indemnified Parties 56 TCG Insiders 60 TCG Leased Properties 26 TCG Meeting 52 TCG Nonvoting Preferred Stock 2 TCG Owned Properties 26 TCG Qualified Plan 20 TCG Real Property 26 TCG Regulatory Agreement 24 TCG Reports 22 TCG Restricted Stock Award 5 TCG Series A Preferred Stock 2 TCG Series A Preferred Stock Merger Consideration 3 TCG Series B Preferred Stock 4 TCG Stock Option 4 TCG Stock Plan 4 TCG Subsidiary 12 TCG Warrant 4 Termination Date 63 Termination Fee 64 Trust Account Common Shares 3 Trust Preferred Securities 60 Voting and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Support Agreement 1 vi AGREEMENT AND PLAN OF MERGER

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans 1 Affected Loan(s) 17 18 Mortgage Note 1 Agreement 1 Mortgagor 1 Xxxx of Sale 2 MOU 24 Agreement 26 Certificate Administrator 1 Officer’s Certificate 6 Bxxx of Sale 2 7 Certificate Purchase Agreement 1 Other Mortgage Loans 1 Certificate Administrator Certificates 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Preliminary Memorandum 2 Collateral Information 9 Public 11 Private Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 18 Prospectus Supplement 2 Cure Request 15 Repurchase Request 19 17 Public Certificates 1 Custodian 1 Seller Purchaser 1 Defective Mortgage Loan 16 18 Repurchase Request 20 Dispute 20 Seller 1 Excluded Mortgage Loan Special Servicer 1 Seller Defeasance Rights and Obligations 10 Dispute 19 22 Final Judicial Determination 21 Seller Reporting Information 13 14 Final Judicial Determination 19 Memorandum 2 Seller’s Information 12 Final Memorandum 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 12 14 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 17 UCC 5 Material Document Defect 15 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14June 5, 20112015, between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October June 1, 2011 2015, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian excluded mortgage loan special servicer (in such capacity, the “CustodianExcluded Mortgage Loan Special Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan ServicesLNR Partners, a Division of PNC Bank, National AssociationLLC, as general special servicer (the “General Special Servicer”), U.S. Bank Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C23, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C23 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Term Page 10-Year Fixed Rate Notes 8 18-Month Floating Rate Notes 7 20-Year Fixed Rate Note 8 2-Year Fixed Rate Notes 7 30-Year Fixed Rate Notes 8 3-Year Fixed Rate Notes 8 3-Year Floating Rate Notes 8 5-Year Fixed Rate Notes 8 5-Year Floating Rate Notes 8 7-Year Fixed Rate Notes 8 Account Control Agreement 31 Acquisition 1 Additional Senior Notes 9 Adjustments 14 Agent Members 16 Alternative Rate 14 Applicable Procedures 2 Base Indenture 1, B-1 Below Investment Grade Rating Event 26 Business Day 2 Calculation Agent 12 Change of Control 27 Change of Control Offer 25 Change of Control Payment 25 Change of Control Payment Date 25 Change of Control Triggering Event 27 Cigna 2 Clearstream 2 Collateral Default 35 Company 1, A-0, X-0 Comparable Treasury Issue 29 Comparable Treasury Price 29 Covenant Defeasance 40 Daily Interest Amount 14 Definitive Note 2 Depository 2 Designated Subsidiary 2 Domestic Subsidiary 2 Euroclear 2 Event of Default 34 Exchange Act 25 Exchange Notes 2 Express Scripts 2 First Supplemental Indenture B-1 Fitch 27 Fixed Rate Make Whole Redemption Price 28 Fixed Rate Notes 8 Floating Rate Interest Payment Date 12 Floating Rate Notes 8 Gxxxxxxxx 00, X-0 Guarantee Release Condition 42 Guarantor B-0 Xxxxxxxxxx 0, X-0 IFA 14 Indenture 1, B-1 Independent Investment Banker 29 Initial Notes 2 Interest Determination Date 13 Interest Payment Date 3 Interest Reset Date 12 Investment Grade Rating 27 LIBOR Alternative Rate Provision 14 LIBOR Event 14 London Business Day 13 Make-Whole Basis Points 29 Mandatorily Redeemable Notes 3 Mxxxx'x 28 nationally recognized statistical rating organization 28 Notes Custodian 3 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Default 34 Offering Memorandum 3 Par Call 28 Par Call Date 29 Permitted Investments 32 person 27 Pledged Property 31 Primary Treasury Dealer 30 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing 3 QIB 3 Qualified Institutional Buyer 3 Rating Agencies 28 Record Date 2 Prospectus Supplement 1 3 Redemption Exclusive Control Trigger Event 32 Reference Treasury Dealer 30 Reference Treasury Dealer Quotations 30 Registered Exchange Offer 3 Registration Rights Agreement 3 Regular Record Date 11 Regulation S 3 Regulation S Global Note 15 Regulation S Notes 3 Required Merger 32 Restricted Notes Legend 2, 3 Restricted Period 4 Rule 144 4 Rule 144A 4 Rule 144A Global Note 15 Rule 144A Notes 4 S&P 28 Securities Act 4, A-1 Security Agreement 4 Segregated Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Accounts 31 Senior Notes 8 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Mandatory Redemption 30 Special Mandatory Redemption Date 31 Special Mandatory Redemption Price 31 Special Mandatory Redemption Trigger Date 30 Stated Maturity 4 Supplemental Indenture 1, B-1 Transfer Restricted Note 4 Treasury Rate 30 Trigger Date 4 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as Use of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Proceeds Exclusive Control Trigger Event 32 voting stock 27

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized following terms used herein but not defined herein shall in this Agreement have the meanings assigned ascribed to them in on the Pooling pages indicated below: Acceptable Confidentiality Agreement 58 Acceptance Time 3 Acquisition Agreement 46 Action 58 Adverse Recommendation Change 47 Affiliate 58 Agreement 1 Anti-Corruption Laws 35 Appraisal Shares 7 Bid 23 Book-Entry Shares 8 Business Day 58 Capitalization Date 13 Cash Out Number 11 Cash-Out Option 9 Cash-Out RSUs 10 Certificate 7 Certificate of Merger 5 Code 4 Commercially Available Software 58 Company 1 Company 401(k) Plan 51 Company Benefit Plan 58 Company Board 1 Company Bylaws 12 Company Certificate of Incorporation 12 Company Common Stock 1 Company Disclosure Letter 58 Company Employee 51 Company Equity Awards 13 Company Government Contract 24 Company Government Subcontract 24 Company Intellectual Property 59 Company MSU 59 Company Preferred Stock 13 Company Products 30 Company Registered IP 31 Company RSAs 13 Company RSUs 13 Company Securities 14 Company Stock Options 13 Company Stock Plans 13 Company Subsidiary Securities 13 Company Termination Fee 59 Compensation Committee 37 Confidentiality Agreement 59 Contract 59 Copyrights 30 Covered Securityholders 37 DGCL 1 Domain Names 30 Effective Time 6 Employment Compensation Arrangement 37 Environment 20 Environmental Claim 20 Environmental Law 20 Environmental Permits 19 Equity Award Exchange Ratio 59 ERISA 59 ERISA Affiliate 59 ESPP 11 Exchange Act 2 Exchange Fund 8 Existing Credit Agreement 54 Fairness Opinion 37 FAR 25 Filed SEC Documents 12 Final Offering Period 11 Financial Advisor 37 Financial Advisor Agreement 37 First Measurement Period 11 Fixed Asset Plan 42 Foreign Merger Control Laws 15 Former Government Employee 26 GAAP 16 Governmental Authority 15 Governmental Authorizations 15 Hazardous Materials 21 HSR Act 15 Import and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”Export Laws 19 Indebtedness 59 Indemnified Party 52 Intellectual Property 30 Intellectual Property Rights 30 Intervening Event 47 Judgment 15 Knowledge 59 Labor Agreement 26 Last Measurement Period 11 Law 15 Leased Real Property 30 Liens 13 Marks 30 Material Adverse Effect 59 Material Contract 23 Material Policies 35 Maximum Premium 53 Merger 1 Merger Closing 5 Merger Closing Date 5 Merger Consideration 7 Merger Sub 1 Minimum Tender Condition I-1 Multiemployer Plan 60 Notice of Intended Recommendation Change 47 OFAC 19 Offer 1 Offer Closing 3 Offer Conditions 2 Offer Documents 3 Offer Price 1 Open Source Materials 31 Ordinary Course of Business 60 Outside Date 55 Owned Company Intellectual Property 30 Parent 1 Parent 401(k) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September Plan 51 Parent Cash Award 10 Parent Common Stock 9 Parent Common Stock VWAP 60 Parent Material Adverse Effect 60 Parent RSU 10 Parent Stock Option 9 Parties 1 Party 1 Patents 30 Paying Agent 8 Permitted Liens 60 person 61 Privacy Laws 36 Real Property Leases 30 Recommendation 15 Registered IP 61 Regulatory Condition I-1 Release 21 Representative 61 Restraint Condition I-1 Restraints 55 Rollover Number 11 Roll-Over Option 9 Roll-Over RSU 10 Xxxxxxxx-Xxxxx Act 16 Schedule 14D-9 4 Schedule TO 3 SEC 3 SEC Documents 16 Section 251(h) 1 Short Performance Period 11 Software 31 Specified Foreign Merger Control Laws 49 Subsidiary 61 Superior Proposal 45 Support Agreement 1 Surviving Corporation 5 Surviving Corporation Certificate of Incorporation 6 Takeover Laws 15 Takeover Proposal 45 Tax 61 Tax Returns 61 Taxes 61 Technical Regulations 21 Third Party Intellectual Property License 61 Top Customers 36 Top Suppliers 36 Total Number 11 Trade Secrets 31 Transaction Litigation 49 TSR 61 Underwater Option 10 Voting Company Debt 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 17 MOU 24 19 Agreement 1 Officer’s Certificate 6 Bxxx Bank of America Lender Successor Borrower Right 22 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 11 Crossed Mortgage Loans 16 Purchaser 1 18 Cure Request 15 Repurchase Request 19 17 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 2 Private Certificates 1 Prospectus Supplement 2 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller Defeasance Rights and Obligations 10 Dispute 19 1 Seller Reporting Information 13 Final Judicial Determination 19 14 Seller’s Information 12 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14July 24, 20110000, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October August 1, 2011 2015, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AB, Class X-B, Class A-J, Class B, Class CD, Class D, Class E, Class F, Class G, Class H, V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2July 15, 2011 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice Acquired Partnership 1 Acquired Partnership GP 1 Acquired Partnership LPA 4 Acquisition Proposal 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 affiliate 33 Agreement 1 Officer’s Certificate Board 1 Code 13 Confidential Controlling Partnership Disclosure Schedule 7 Consent Solicitation Documents 16 Consolidated Persons 7 Contract 8 Contributed Interests 9 Controlling Partnership 1 Controlling Partnership GP 1 Controlling Partnership GP Agreement 21 Effect 5 Effective Time 3 Exchange Act 33 Exchange Agreement 21 Fund Holdings 1 Fund Holdings LPA 21 GAAP 5 Governmental Entity 6 Bxxx of Group Partnerships 1 Holdings 1 HSR Act 6 Independent Directors 2 Interim Financial Statements 9 Investment Agreement 21 Investment Company Act 11 KKR Funds 7 KKR Group 9 Liability 3 Liens 2 Limited Partner Interests 1 Lock-Up Agreement 21 Losses 25 Management Holdings 1 Management Holdings LPA 21 Material Adverse Effect 5 Material Contract 13 Original Agreement 1 Outside Date 30 Participant 13 Permits 12 Permitted Liens 6 person 33 Press Release 14 Proceedings 25 Purchase and Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request Purchaser Common Units 2 Purchaser Enhanced Arrangement 13 Purchaser GP 1 Purchaser LPA 21 Requisite Unitholder Consent 16 Restructuring Transactions 19 Custodian Satisfaction Date 3 SEC 10 Securities Act 10 Seller 1 Seller Common Units 2 Seller GP 1 Defective Mortgage Loan Seller Limited Partnership Agreement 5 Seller Recommendation 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Specified Information 13 Final Judicial Determination 19 Seller’s Information 17 Tax Receivables Agreement 21 Taxes 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of July 19, 2009 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated is entered into by and among (1) KKR & Co. L.P., a Delaware limited partnership (the “Controlling Partnership”), acting through KKR Management LLC, a Delaware limited liability company (the “Controlling Partnership GP”) in its capacity as the general partner of September 14the Controlling Partnership, 2011(2) KKR Private Equity Investors, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC L.P., a Guernsey limited partnership (the “Seller”), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the “Seller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), acting in its capacity as the general partner of KKR PEI Investments, L.P., a Guernsey limited partnership (the “Acquired Partnership”), and acting through KKR PEI GP Limited, a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), (4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Holdings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.4, Section 5.7, Section 5.10(b) and Mxxxxx Sxxxxxx Capital I Inc. Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership (“Management Holdings”), acting through KKR Management Holdings Corp. in its capacity as the general partner of Management Holdings (solely for purposes of Section 6), (6) KKR Fund Holdings L.P. (“Fund Holdings”), a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of Fund Holdings (solely for purposes of Section 6) (Management Holdings and Fund Holdings are sometimes collectively referred to herein as the “Group Partnerships”) and (7) KKR Group Holdings L.P. (the “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchasea Cayman Islands exempted limited partnership, certain mortgage loans listed on Exhibit 1 hereto acting through KKR Group Limited, a Cayman limited company (the “Mortgage LoansPurchaser GP”) in its capacity as described herein. Purchaser will convey the Mortgage Loans to a trust (general partner of the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”solely for purposes of Section 1.1, Section 1.2, Section 3 and Section 9.2), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Accountant's Due Diligence Report 15 Mortgage Note 1 Affected Loan(s) 17 MOU 24 18 Mortgagor 1 Agreement 1 Officer’s Certificate 6 MOU 26 Bxxx of Sale 2 Officer’s Certificate 7 Certificate Administrator 1 Other Mortgage Loans 1 Certificate Administrator Purchase Agreement 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement Certificates 1 Preliminary Memorandum 1 Certificates 1 Closing Date 2 Private Certificates 1 Closing Date 2 Collateral Information 11 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 18 Public Certificates 1 Cure Request 15 17 Purchaser 1 Custodian 1 Repurchase Request 19 Custodian 1 Seller 1 20 Defective Mortgage Loan 16 18 Seller 1 Dispute 20 Seller Defeasance Rights and Obligations 10 Dispute 19 22 Final Judicial Determination 21 Seller Reporting Information 13 14 Final Judicial Determination 19 Memorandum 1 Seller’s Information 12 Final Memorandum 1 13 Indemnification Agreement 13 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 15 Document Defect 17 UCC 5 Material Document Defect 15 Mortgage File 3 Underwriters 1 Mortgage File 3 Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14July 24, 20112015, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October August 1, 2011 2015, between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Bank of America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AB, Class X-B, Class A-J, Class B, Class CD, Class D, Class E, Class F, Class G, Class H, V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2July 15, 2011 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 25 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 17 Seller Defeasance Rights and Obligations 10 21 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 20 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14June 21, 20112013, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October July 1, 2011 between Purchaser0000 xxxxxxx Xxxxxxxxx, as depositorxx xxxxxxxxx, Wxxxx Fargo , Xxxxxxx Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian ) and special servicer (in such capacity, the “CustodianSpecial Servicer”), Xxxxx Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar registrar, authenticating agent and authenticating agentcustodian (in such capacity, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeCustodian”), and TriMont Real Estate Advisors, Inc.Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C10, Commercial Mortgage Pass-Through Certificates, Series 20112013-C3 C10 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-AA-3FL, Class A-3FX, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2December 31, 20112012, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2June 13, 2011 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans The following is an index of defined terms utilized in this Agreement: Defined Term Section Page ------------ ------- ---- 1997 Financial Statements 6.7 27 Additional Share Redemption 2.3 6 Additional Redeemed Stock 2.3 6 Additional Stockholders Recitations 2 Additional Warrantholders Recitations 2 Affiliate 1.2 4 Agreement Preface 1 Affected Loan(sClass A Common Stock Recitations 1 Class B Common Stock Recitations 1 Closing 2.4 7 Closing Date 2.4 7 Consideration 3.2 10 Control 1.2 4 CSFB 6.5(b)(iv) 25 Financing 5.5 16 Financing Assurances 5.5 16 Government Authority 1.2 5 Holdings Preface 1 Holdings Related Agreements 5.1(a) 14 Holdings' Release 7.1(c) 38 Indemnified Parties 6.10(b) 30 Joinder Agreement 2.3 7 Knowledge 1.2 5 Liens 4.3(a) 13 Material 1.2 5 Non-Purchased Warrants Recitations 7 Non-Redeemed Shares Recitations 2 Non-Redeeming Stockholders Recitations 2 Non-Selling Warrantholders Recitations 2 Person 1.2 5 Present Fair Salable Value 5.6(a) 17 MOU 24 Agreement Primary Redeemed Shares Recitations 2 Primary Redemption 2.1 2.1 Primary Stockholders Preface 1 Officer’s Certificate Purchased Warrants 2.3 7 Purchaser Representative Preface 1 Redeemed Shares 2.3 7 Redeeming Stockholders 2.3 7 Redemption and Purchase 2.3 7 Redemption Consideration 3.1 10 Related Agreements 4.2 12 Sellers' Releases 7.2(b) 40 Series A Preferred Stock Recitations 1 Series B Preferred Stock Recitations 1 Series C Preferred Stock Recitations 1 Shares Recitations 1 Shopping Activities 6.13 34 Solvency 5.6 16 Stockholders Recitations 1 Subject Transactions 5.6(a) 17 Subsidiary 1.2 6 Bxxx of Sale 2 Other Mortgage Loans Third Party Transaction 6.13 34 Valuation 7.1(b) 38 Warrant Purchase 2.3 7 Warrant Purchase Consideration 3.2 10 Warrantholders Recitations 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October Warrants Recitations 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 24 26 Agreement 1 Officer’s Certificate 6 Bxxx 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 18 Purchaser 1 Cure Request 15 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Seller Defeasance Rights and Obligations 10 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 19 21 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Xxxxx Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14March 26, 20112014, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October April 1, 2011 2014, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National AssociationAssociation (“Xxxxx Fargo”), as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank National AssociationTrust Company Americas, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc.Xxxxx Fargo, as trust advisor certificate administrator (in such capacity, the “Trust AdvisorCertificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 20112014-C3 C15 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A­1, Class A-2A­2, Class A-3A­SB, Class A­3, Class A­4, Class X­A, Class A­S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AX­B, Class X-B, Class A-J, Class B, Class CX­C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2March 19, 2011 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Terms Cross Reference in Agreement 2014 CompuVend Note Article I 2016 Senior Note Subordination Agreement Section 5.7 2016 Series A Notes Article I 2016 Series B Notes Article I Accredited Investors Section 2.13 Acquisition Transaction Section 5.12(a) Additional Cash Consideration Article I Additional Cash Merger Consideration Inputs Section 2.16(a)(i) Affiliate Article I Aggregate Consideration Stock Amount Article I Aggregate Exercise Price Article I Aggregate Participation Cash Amount Article I Aggregate Participation Stock Amount Article I Aggregate Preference Amount Article I Aggregate Series A Preference Amount Article I Aggregate Series B Preference Amount Article I Aggregate Series C Preference Amount Article I Aggregate Series C-1 Preference Amount Article I Agreement Preamble Appraiser Section 2.16(d)(ii) Assumed Debt Article I Assumed Debt Amount Article I Balance Sheet Date Section 3.4 Board of Directors Recitals Boards of Directors Recitals Business Day Article I Cash Article I Cash Consideration Ratio Article I Cash Merger Consideration Article I Certificate of Merger Section 2.1(b) Certificates Section 2.9(b) Change in Control Payments Article I Claim Notice 19 Mortgage Loans 1 Affected Loan(sSection 6.6(a)(i) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Section 2.2 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Section 2.2 Closing Date Allocation Schedule Article I Closing Date Net Cash Amount Article I Closing Date Net Working Capital Adjustment Amount Article I Closing Date Net Working Capital Amount Article I Closing Notice Section 2.16(a) Closing Statement Section 2.16(d)(iii) COBRA Article I Code Article I Company Preamble Company Balance Sheet Section 3.4 Company Business Article I Company Capital Stock Article I Company Charter Documents Section 3.1(b) Company Common Stock Article I Company Common Warrant Article I Company Disclosure Letter Article III Company Employee Plan Article I Company Equityholder Article I Company Indemnified Party Section 5.6(a) Company Intellectual Property Article I Company IP Contract Article I Company Material Contract Section 3.18(a) Company Option Plan Article I Company Options Article I Company Patent Rights and Obligations 10 Article I Company Permits Section 3.9(b) Company Preferred Stock Article I Company Products Article I Company Stockholder Article I Company Series C Warrant Article I Company Series C Warrant Cancellation Payment Article I Common Stock Warrant Merger Consideration Section 2.7(c)(i) Company Warrant Article I CompuVend Note Subordination Agreement Section 5.8 Confidentiality Agreement Section 5.17(a) Consenting Stockholders Recitals Contract Article I Controlling Party Section 6.6(d) Copyrights Article I Current Assets Article I Current Liabilities Article I date hereof Section 7.2 De Minimis Company Equityholder Section 5.7(g) Deductible Amount Section 6.3(c) Developer Section 3.8(g) DGCL Recitals Disputes Section 3.8(d) Dissenting Shares Section 2.7(e)(i) Domain Names Article I Draft Closing Statement Section 2.16(b) Employee Article I Employee Agreement Article I End Date Section 8.1(b) Environmental Laws Section 3.17 Environmental Permits Section 3.17 EON Section 3.8(c) ERISA Article I ERISA Affiliate Article I Escrow Agent Article I Escrow Agreement Section 6.2(a) Escrow Amount Article I Escrow Fund Article I Escrow Termination Date Article I Estimated Closing Date Net Cash Amount Article I Estimated Closing Date Net Working Capital Adjustment Amount Article I Estimated Closing Date Net Working Capital Amount Article I Exchange Act Article I Excluded Cash Article I, Section 17 extent Section 7.2 Federal Court Section 7.6 Financial Statements Section 3.4 Fundamental Representations Section 6.1(a) GAAP Section 3.4 Governmental Entity Section 3.3(c) Hazardous Materials Section 3.17 hereby Section 7.2 herein Section 7.2 hereof Section 7.2 hereto Section 7.2 hereunder Section 7.2 Inbound License Agreements Section 3.8(c) include Section 7.2 includes Section 7.2 including Section 7.2 Indebtedness Article I Indemnification Demand Section 6.7(a) Indemnification Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 SellerNotice Section 6.7(b) Indemnified Parties Article I Intellectual Property Article I International Employee Plan Article I Investor Questionnaire Section 2.13(a) IRS Article I Joinder Agreement Recitals Key Employee 5.13 Knowledge Article I Leased Real Property Section 3.13 Leases Section 3.13 Legal Requirements Article I Liability Article I License Agreements Section 3.8(c) Liens Article I Lock-Up Agreement Section 2.8 Losses Article I Material Adverse Effect Article I MCO Section 2.7(i) MCO Cash Payment Section 2.7(i) Merger Recitals Merger Effective Time Section 2.1(b) Merger Consideration Article I Merger Sub Preamble Multiemployer Plan Article I Necessary Consents Section 3.3(c) Net Working Capital Article I Net Working Capital Target Article I NOL’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”Section 3.7(p) and Mxxxxx Sxxxxxx Capital Non-controlling Party Section 6.6(d) Off-the-Shelf Software Section 3.8(n) Open Source Software Section 3.8(n) Option Payment Section 2.7(d) Optionholder Section 2.7(d) Outbound License Agreements Section 3.8(c) Outstanding Shares Article I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”Parent Preamble Parent Common Stock Article I Parent Parallel Product Section 6.6(f)(i) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”Parent Stock Price Article I Patent Office Section 3.8(b) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital Patent Rights Article I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Payment Agent Article I

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Acceptable Confidentiality Agreement 1 Officer’s Certificate 6 Bxxx of Sale Acceptance Time 19 Acquisition Proposal 2 Other Mortgage Loans Acquisition Sub 1 Certificate Administrator 1 Pooling Servicing Acquisition Transaction 2 Affiliate 2 Agreement 1 Antitrust Law 2 Appraisal Shares 18 Arrangements 34 Assets 30 Business Day 2 Certificate Purchase 18 Certificate of Merger 17 Change 3 Changes 3 Code 2 Collective Bargaining Agreement 34 Company 1 Preliminary Memorandum Company Balance Sheet 2 Company Balance Sheet Date 2 Company Board 2 Company Board Recommendation 23 Company Board Recommendation Change 46 Company By-Laws 2 Company Capital Stock 2 Company Certificate of Incorporation 2 Company Common Stock 3 Company Disclosure Documents 26 Company Disclosure Letter 22 Company Equity Awards 21 Company Intellectual Property Rights 3 Company Material Adverse Effect 3 Company Options 4 Company Preferred Stock 4 Company Registered Intellectual Property Rights 4 Company Representatives 48 Company Restricted Stock 4 Company SEC Reports 25 Company Securities 25 Company Service 35 Company Stock Plans 4 Company Stockholders 4 Confidentiality Agreement 4 Consent 24 Continuing Directors 14 Continuing Employees 4 Contract 5 Covered Securityholders 34 D&O Insurance 50 DEA 36 Delaware Law 5 DGCL 16 DOJ 5 Effective Time 17 Employee Plans 32 Enforceability Exception 22 Environmental Law 5 Equity Award Amounts 5 Equity Interest 5 ERISA 5 Exchange Act 5 Exchange Fund 20 Existing Credit Agreement 5 Fairness Opinion 38 FDA 36 Financial Advisor 38 Foreign Benefit Plans 34 FTC 5 GAAP 5 Governmental Authority 5 Hazardous Substance 5 Healthcare Regulatory Authority 36 Healthcare Regulatory Permit 36 HHS 36 HSR Act 5 Indemnified Persons 49 Initial Expiration Date 11 Intellectual Property 5 Intervening Event 6 IRS 6 Knowledge 6 Law 6 Leased Real Property 29 Leases 29 Legal Proceeding 6 Liabilities 6 Lien 6 Material Contract 27 Merger 1 Certificates 1 Private Certificates 1 Merger Closing 17 Merger Closing Date 2 Prospectus Supplement 17 Merger Consideration 18 Minimum Tender Condition A-1 Offer 1 Collateral Information 9 Public Certificates Offer Closing 12 Offer Closing Date 12 Offer Conditions 10 Offer Documents 12 Offer Price 1 Crossed Mortgage Loans Order 6 Outside Date 57 Owned Real Property 6 Parent 1 Parent Expenses 59 Parties 1 Party 1 Paying Agency Agreement 19 Paying Agent 19 Permits 35 Permitted Liens 6 Person 7 Preliminary Proxy Statement 55 Promissory Note 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Proxy Statement 55 Recommendation Change Notice 46 Recommendation Change Notice Period 46 Registered Intellectual Property Rights and Obligations 10 Dispute 19 Seller Reporting Information 7 Related Party Transaction 38 Remedy 55 Representatives 44 Rights Plan 7 Xxxxxxxx-Xxxxx Act 7 Schedule 14D-9 13 Final Judicial Determination 19 Seller’s Information Schedule TO 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the SEC 7 Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:7 Series A Preferred Stock 24 Short-Form Threshold 15 Software 7 Stockholder Approval 23 Stockholders' Meeting 55 Subsidiary 7 Subsidiary Securities 25 Superior Proposal 7 Surviving Corporation 17 Takeover Laws 23 Tax 8 Tax Returns 31 Termination Fee 59 Top-Up 15 Top-Up Closing 16 Top-Up Shares 15 Transfer Taxes 52 ARTICLE II THE OFFER

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 24 25 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 17 Seller Defeasance Rights and Obligations 10 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 19 20 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Xxxxx Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14March 26, 20112014, between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October April 1, 2011 2014, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National AssociationAssociation (“Xxxxx Fargo”), as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), Deutsche Bank National AssociationTrust Company Americas, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc.Xxxxx Fargo, as trust advisor certificate administrator (in such capacity, the “Trust AdvisorCertificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C15, Commercial Mortgage Pass-Through Certificates, Series 20112014-C3 C15 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AX­-B, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2March 19, 2011 2014 (as supplemented by the preliminary private placement memorandum supplement, dated March 25, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 10 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 16 Custodian 1 Seller 1 Defective Mortgage Loan 16 Dispute 19 Final Judicial Determination 19 Final Memorandum 1 Indemnification Agreement 12 Initial Purchasers 1 Master Servicer 1 Material Breach 15 Material Document Defect 15 Mortgage File 3 Mortgage Loan Schedule 1 Mortgage Loans 1 MOU 24 Officer’s Certificate 6 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 19 Seller 1 Seller Defeasance Rights and Obligations 10 Dispute 19 20 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14[__] [__], 201120[__], between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1[__], 2011 20[_] between Purchaser, as depositor, Wxxxx Fargo Bank, National Association[________], as master servicer (in such capacity, the “Master Servicer”), [_________], as special servicer (the “Special Servicer”), [______], as trustee (the “Trustee”), [_________], as custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc.[_________], as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 20[_]-[_] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1[_], Class A-2, Class A-3, [_] and Class A-4 [_] Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated [_____] (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-A[_], Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, [_] and Class R [_] Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated [_____] (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2[__], 201120[_], as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2[__] [__], 2011 20[__] (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Action 2 Affiliate 2 Agreed Upon Tax Treatment 12 Agreement 1 Officer’s Certificate 6 Bxxx of Sale Anti-Bribery Laws 24 AP Mezz Partners 1 Assignment Agreement 11 Base Purchase Price 2 Other Mortgage Loans Borrower 1 Certificate Administrator Business 2 Business Day 2 Buyer 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates Buyer Disclosure Schedule 2 Buyer Related Persons 35 Buyer Releasors 34 Cash Redemption 1 Closing 11 Closing Date 11 Code 2 Prospectus Supplement Company Contract 2 Company Data 3 Confidential Information 27 Consumer 3 Consumer Protection Laws 3 Contract 3 Contracting Parties 36 Counsel 35 Credit Agreement 3 D&O Indemnified Persons 29 Disclosure Schedules 3 Effective Time 11 Employee Benefit Plans 3 Encumbrance 3 Environmental Claim 4 Environmental Laws 4 Environmental Permits 4 Equity Interests 4 ERISA 4 Excluded Matter 5 Ex-In Laws 4 FERC 4 Financial Statements 17 FPA 4 Fraud 4 GAAP 4 Governmental Entity 4 Hazardous Substance 5 HPS Blocker 1 Collateral Independent Accountant 27 Insurance Policies 21 Intellectual Property 5 Knowledge of Buyer 5 Knowledge of the Sellers 8 Law 5 Material Adverse Effect 5 Membership Interests 1 Mezz Partners 1 Nonparty Affiliates 36 OFAC 6 Order 6 Ordinary Course of Business 6 Organizational Documents 6 Patent Rights 6 Permits 21 Permitted Encumbrances 6 Person 6 Personal Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 6 Post-Lockbox Taxable Period 7 Pre-Lockbox Date Liability 27 Pre-Lockbox Returns 27 Pre-Lockbox Taxable Period 7 Privacy Laws 7 Pro Rata Share 7 Purchase Price 11 Real Property 7 Release 7 Representatives 7 Sanctioned Country 8 Sanctioned Person 8 Sanctions Laws 8 Securities Act 26 Security Breach 23 Seller 1 Defective Mortgage Loan 16 Disclosure Schedule 8 Seller Defeasance Rights and Obligations 10 Dispute 19 Related Persons 34 Seller Reporting Information 13 Final Judicial Determination 19 Releasors 35 Seller’s Information 12 Final Memorandum Knowledge Sellers 1 Special Servicer Sellers’ Representative 1 Indemnification Agreement 12 Trust SEMTH 1 Initial Purchasers SET 1 Trust Advisor Software 8 Straddle Period 8 Straddle Returns 27 Systems Target Companies 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement Tax 8 Tax Contest 28 Tax Indemnitees 28 Tax Lockbox Date 9 Tax Return 9 Taxes 8 Taxing Authority 9 Trade Control Laws 24 Trademarks 9 Transaction Documents 9 Transaction Expenses 9 Transfer Taxes 9 Treasury Regulations 9 MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of September 14March 23, 20112023, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC is made by and among Spruce Power Holding Corporation, a Delaware corporation (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementBuyer”), to be dated as of October 1Mezzanine Partners III, 2011 between PurchaserL.P., as depositor, Wxxxx Fargo Bank, National Association, as master servicer a Delaware limited partnership (in such capacity, the “Master Servicer”Mezz Partners ), custodian AP Mezzanine Partners III, L.P., a Delaware limited partnership (in such capacity, the (“Custodian”AP Mezz Partners), certificate administrator and SS Offshore, L.P., a Cayman Islands exempted limited partnership (in such capacity, the “Certificate Administrator”SS Offshore), certificate registrar and, together with Mezz Partners and authenticating agentAP Mezz Partners, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeSellers”), and TriMont Real Estate AdvisorsHPS Investment Partners, Inc.LLC, as trust advisor a Delaware limited liability company (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage LoansSellers’ Representative”), in its capacity as the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Sellers’ Representative.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Defined Terms Page 1099 Contractor 1 Affected Loan(sAcquiror 1 Acquiror Indemnified Parties 58 Acquiror Plans 51 Acquiror’s 401(k) 17 MOU 24 Plan 50 Acquisition 40 Action 1 Active Business Employees 49 Affiliate 1 Agreement 1 Officer’s Certificate 6 Bxxx Ancillary Agreements 1 Antitrust Clearance 54 Approvals 37 Assumed Company Plans 11 Assumed Contracts 10 Assumed Liabilities 13 Audited and Reviewed Financial Statements 40 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Sale, Assignment and Assumption Agreement 1 Certificate Purchase Agreement Books and Records 11 Business 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Confidential Information 47 Business Day 2 Business Employees 2 Closing 16 Closing Amount 16 Closing Date 16 Closing Net Working Capital 18 Closing Receivables 44 Closing Target 18 COBRA 28 Code 2 Prospectus Supplement Company 1 Collateral Company Confidential Information 47 Company FSA 51 Company FSA End Date 51 Company Indemnified Parties 59 Company Marks 2 Company Plan 28 Company’s 401(k) Plan 50 Company’s Knowledge 6 Defined Terms Page Confidentiality Agreement 37 Consultation Period 18 Continuing Support Obligation 41 Contract 10 Control 2 Corporate Policies 42 Current Assets 2 Current Liabilities 2 Deductible Amount 58 Direct Claim 60 Disclosure Schedule 20 End Date 56 Environmental Condition 2 Environmental Law 3 Environmental Permit 3 Equipment 11 ERISA 3 ERISA Affiliate 3 Estimated Closing Statement 18 Excluded Assets 11 Excluded Employees 3 Excluded Liabilities 14 Final Closing Statement 19 Final Net Working Capital 19 Financial Statements 22 Financing 3 Financing Sources 3 Financing Sources Related Parties 3 Fraud 3 FSA Balances 52 FSA Participants 51 Fundamental Representations 4 GAAP 4 Governmental Entity 4 Governmental Order 4 Hazardous Material 4 HSR Act 4 Inactive Business Employee 4 Indebtedness 4 Indemnified Party 59 Indemnifying Party 59 Independent Accounting Firm 18 Indian Business Assets 9 Public Certificates Indian Business Employee 5 Insurance Policies 31 Intellectual Property 5 Inventory 5 IP Assignment Agreements 5 IRS 5 IT Asset Contract 5 IT Assets 5 Joint Defense Agreement 6 Knowledge of the Acquiror 6 Knowledge of the Company 6 Law 6 Leased Real Property 6 Legal Process 47 Liabilities 6 Lien 6 Local Agreements 49 Losses 6 Material Adverse Effect 6 Material Customers 31 Material Suppliers 31 Net Working Capital 7 New York Courts 67 Non-Reimbursable Losses 63 Notice of Disagreement 18 Parent 1 Crossed Mortgage Loans Permits 24 Permitted Liens 7 Person 7 Post-Closing Adjustment 20 Post-Closing Consents 39 Pre-Closing Insurance Matter 42 Pre-Closing Period 34 Pre-Closing Tax Period 8 Product 8 PTO Rollover 49 Purchase Price 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan Real Estate Lease 8 Recall 30 Receivables 10 Reference Balance Sheet 22 Related to the Business 8 Release 8 Remedial Action 38 Representative 8 Required Payments 8 Retained Litigation 13 Review Period 18 Shared Contracts 8 Software 8 Specified Warranty Breaches 58 Straddle Period 8 Subsidiary 8 Support Obligations 41 Support Services 41 Target Net Working Capital 9 Tax 9 Tax Returns 9 Third Party Claim 59 Third Party Rights 16 Seller Defeasance Rights Trademarks 5 Transaction Agreements 9 Transaction Expenses 9 Transfer Taxes 48 Transferred Assets 10 Transferred Employee 50 Transferred Employee Records 11 Transferred IP 10 Transition Services Agreement 9 Warranty Breach 58 willful and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement material breach 57 This ASSET PURCHASE AGREEMENT, dated as of May 8, 2019 (this “Agreement”), dated as of September 14is made by and among HARSCO CORPORATION, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage LoansCompany”) as described herein. Purchaser will convey the Mortgage Loans to ), E&C FINFAN, INC., a trust Delaware corporation (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementAcquiror”), and, solely with respect to be dated as of October 1Section 11.19, 2011 between PurchaserCHART INDUSTRIES, as depositorINC., Wxxxx Fargo Bank, National Association, as master servicer a Delaware corporation (in such capacity, the “Master ServicerParent”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 24 26 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 18 Purchaser 1 Cure Request 15 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Seller Defeasance Rights and Obligations 10 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 19 21 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14October 10, 20112013, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 2013 between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and TriMont custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-­C12, Commercial Mortgage Pass-Through Certificates, Series 2011-C3 2013­-C12 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A-­1, Class A-2A­-2, Class A-3A­-SB, Class A-­3, Class A-­4, Class X­-A, Class A-­S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class CX-­C, Class D, Class E, Class F, Class G, Class H, H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September October 2, 2011 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 (Continued) Terms Cross Reference in Agreement Disputed Amounts 2.5(b) Effective Time 3.1 Employee Article I Employee Plan Article I Environmental Claim Article I Environmental Law Article I Environmental Notice 19 Mortgage Loans 1 Affected Loan(sArticle I Environmental Permit Article I ERISA Article I ERISA Affiliate Article I Escrow Agent Article I Escrow Agreement Article I Escrow Amount Article I Escrow Release Date 6.7 Excess Cash Article I Exchange Article I Exchange Act Article I Financial Statements 4.6 Fundamental Representations GAAP Article I Article I Governmental Entity Article I Hazardous Materials Article I Immediate Family Member Article I Indebtedness Article I Indemnification Demand 6.5(a) 17 MOU 24 Indemnification Dispute Notice 6.5(b) Indemnification Escrow Amount Article I Indemnification Escrow Fund Article I Indemnified Party Article I Indemnified Taxes Article I Indemnifying Party Article I Independent Accountant 2.5(b) Intellectual Property Article I Intellectual Property Rights Article I Inventory Article I Investor Questionnaire 3.4 Key Personnel Article I Knowledge of Sellers Article I Leak-Out Period 7.9(c) Leased Real Property 4.19 Legal Requirements Article I Liability Article I Liens Article I Losses Article I Malicious Code 4.13(j)(iv) Material Adverse Effect Article I Material Contract 4.21 Terms Cross Reference in Agreement 1 Officer’s Certificate 6 Bxxx Open Source Software Article I Non-controlling Party 6.4(d) Ordinary Course of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Business Article I Organizational Documents 4.1(b) Outside Date 9.1(b) Pandemic-Relief Debt Article I Pandemic-Relief Debt Documentation Article I Patent Rights Article I Permit Article I Permitted Liens Article I Person Article I Personal Data 4.13(l)(i) Personal Information Article I Personal Property Article I Post-Closing Adjustment 2.5(a) Post-Closing Tax Period Article I PPP Specified Forgivable Uses Article I Pre-Closing Cash Distribution Article I Pre-Closing Tax Period Article I Pre-Closing Tax Returns 7.8(f) Processing Article I Privacy Agreements 4.13(l)(ii) Privacy Laws Article I Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Price 2.2 Real Property Leases 4.19 Regulation D 3.4 Related Party Article I Release Article I Releasee 10.11 Representatives Article I Required Consents 4.5 Resolution Period 2.5(b) Restricted Period 7.6(a) Return Stock Price Article I Review Period 2.5(a) Sanctioned Country Article I Sanctioned Person Article I Schedule Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”7.11 SEC Article I SEC Filings 5.6(a) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act Article I Security Incident 4.13(l)(v) Seller(s) Preamble Seller Notes 2.3 Software Article I Statement of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”Objections 2.5(a) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Straddle Period Article I

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Securities 17 Distribution 4 Additional Unitholder 1 Affected Loan(s) 17 MOU 24 EBITDA 4 Adjusted Capital Account Deficit 1 Employee Unitholder 5 Affiliate 2 Equity Plan 5 Affiliated Institution 2 Equity Securities 5 Agreement 2 Estimated Tax Liability 29 Approved Sale 50 Event of Withdrawal 5 Board 2 Excess Operating Cash 27 Book Value 2 Executive Manager 32 Business 2 Fair Market Value 5, 59 Call Price 2 Family Group 5 Capital Account 2 Fiscal Quarter 5 Capital Contributions 2 Fiscal Year 6, 15 Capital Incentive Units 11 GAAP 62 Certificate 3 Governmental Entity 6 Class B Xxxxx 00 Xxxxxxx-Xx Xxxxxx 28 Closing 3 Indemnified Person 38 Code 3 Initial Units 6 Company 1 Officer’s Certificate Institutional Holder 6 Bxxx of Company Equity Value 3 Investor 6 Company Interest 3 Investor Manager 32 Delaware Act 3 Investor Manager Minimum Percentage 32 Designated Put Schedule 3 Investor Managers 32 Investor Votes 35 Residual Xxxxxxxxxx 0 XXX 00 Residual Units 8 Issuance Closing 18 Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Company 8 Issuance Notice 18 Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 8 Liens 6 Seller and Purchaser hereby agree as follows:Representative 51 Losses 6 Senior Management Agreement 4 Management Unitholder 6 Xxxxxxxx 8 Manager 6 Xxxxxxxx Manager Minimum Percentage 32 Minimum Gain 6 Xxxxxxxx Managers 32 Net Loss 7 Xxxxxxxx Stockholder 8 Net Profit 7 Specified Person 8 New Securities 7 Subject Unitholders 65 Non-Indemnifiable Matters 39 Subsidiary 9 Notice 46 Substituted Unitholder 9 NSAM Stock 53 Tag-Along Notice 49 Officers 7 Tag-Along Transfer 10 Other Business 24 Tag-Along Unitholders 49 Participating Capital Incentive Unit 28 Tax 9 Participating Residual Unit 28 Tax Distribution 29 Participation Threshold 20 Tax Distribution Conditions 29 Permitted Xxxxxxxx Transfer 7 Tax Matters Partner 46 Permitted Xxxxxxxx Transfer 1% Cap 7 Taxable Year 9 Permitted Xxxxxxxx Transferee 7 Taxes 9 Permitted Xxxxxxxx Transferor 7 Termination Date 9 Permitted Transferee 48 Transaction Documents 9 Person 7 Transfer 9 Pro Rata Allotment 18 Transfer Actions 10 Proceeding 39 Transferee 10 Profits 8 Transferred 10 Put Price 8 Transferring Investor 49 Qualified Holder 18 Treasury Regulations 10 Redemption Date 8 Unit 11 Regulatory Allocations 44 Unit Ledger 16 Required Interest 8 Unitholder 11

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 68 Section 11.01. Index......................................................................................68 EXHIBITS Exhibit A Acquired Subsidiaries Exhibit B Sale Procedures Order Exhibit C Approval Order Exhibit D Disclosure Schedule Exhibit E Deposit Escrow Agreement 1 Officer’s Certificate 6 Bxxx Exhibit F Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Exhibit G Assignment and Assumption of Contracts Exhibit H Assumption of Liabilities Exhibit I Assignment and Assumption of Lease Exhibit J Assignment of Copyrights Exhibit K Assignment of Patents Exhibit L-1 Assignment of Trademarks (for filing in foreign jurisdictions) Exhibit L-2 Assignment of Trademarks (for filing in the United States) Exhibit L-3 Assignment of Trademark Applications Exhibit M Bidding Procedures Exhibit N Quitclaim Deeds Exhibit O Foreign Investment in Real Property Tax Act Certification and Affidavit Exhibit P Projected Balance Sheet Exhibit Q Tax Records Exhibit R 2002 Financial Plan Exhibit S Acquisition Agreement 1 Certificate Purchase Exhibit T Wire Instructions of Purchaser Exhibit U Registration Rights Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (“this "Agreement”"), dated as of September 14July 3, 20112002, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) is entered into by and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sellamong OEP Imaging Corporation, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”"Purchaser"), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesPolaroid Corporation, a Division of PNC Bank, National Association, as special servicer Delaware corporation (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”"Polaroid"), and TriMont Real Estate Advisorsits Subsidiaries (as herein defined) listed on the signature pages of this Agreement (collectively, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)together with Polaroid, the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”"Sellers"). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 15 Affected Loan(s) 17 MOU 24 19 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 11 Crossed Mortgage Loans 16 Purchaser 1 19 Cure Request 15 Repurchase Request 19 18 Custodian 1 Seller 1 Defective Mortgage Loan 16 19 Dispute 21 Final Judicial Determination 22 Final Memorandum 1 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Private Certificates 1 Prospectus Supplement 1 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Defeasance Rights and Obligations 10 Dispute 19 22 Seller Reporting Information 13 Final Judicial Determination 19 14 Seller’s Information 12 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14December 2, 20112015, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC UBS Real Estate Securities Inc. (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October December 1, 2011 2015, between Purchaser, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Wxxxx Fargo Bank, National Association, as master servicer trustee (in such capacity, the “Master Servicer”), custodian (in such capacity, the “CustodianTrustee”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan ServicesRialto Capital Advisors, a Division of PNC Bank, National AssociationLLC, as special servicer (the “Special Servicer”), U.S. Bank National Associationand Situs Holdings, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc.LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Trust 2015-UBS8, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 UBS8 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated Incorporated, UBS Securities LLC and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AB, Class X-BD, Class AX-F, Class X-G, Class X-H, Class X-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and UBS Securities LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September November 18, 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 25, 2015 and December 2, 2011 (2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 21 Mortgagor 1 Affected Loan(s) 17 19 MOU 24 27 Agreement 1 Officer’s Certificate 6 Bxxx 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 11 Public Certificates 1 Crossed Mortgage Loans 16 19 Purchaser 1 Cure Request 15 18 Repurchase Request 19 21 Custodian 1 Seller 1 Defective Mortgage Loan 16 19 Seller Defeasance Rights and Obligations 10 22 Dispute 19 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 13 14 Final Judicial Determination 19 Memorandum 1 Seller’s Information 12 Final Memorandum 14 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Special Servicer 1 Indemnification Agreement 12 Master Servicer 1 Trust 1 Initial Purchasers 1 Material Breach 18 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 18 Trustee 1 Mortgage File 3 UCC 5 Mortgage Loan Schedule 2 Underwriters 1 Mortgage Loans 1 Underwriting Agreement 1 Mortgage Loan Schedule 2 Note 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14November 19, 20112015, between Mxxxxx Sxxxxxx Starwood Mortgage Capital Holdings Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October November 1, 2011 2015, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National AssociationCWCapital Asset Management LLC, as special servicer (the “Special Servicer”), U.S. Bank Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C27, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C27 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp., Xxxxxx Xxxxxxxx, LLC and SG Americas Securities, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AB, Class X-BD, Class AX-E, Class X-F, Class X-GH, Class X-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class V, Class R and Class R HMD Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated and SG Americas Securities, LLC, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2November 6, 2011 2015 (as supplemented by the preliminary private placement memorandum supplements, dated November 13, 2015 and November 17, 2015, respectively, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller and Purchaser Party hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor MOU 24 Agreement 1 26 Borrower Right 21 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 17 Seller Reporting Information 14 Dispute 20 Seller’s Information 13 Final Judicial Determination 19 Seller’s Information 12 20 Special Servicer 1 Final Memorandum 1 Special Servicer Trust 1 Indemnification Agreement 12 13 Trust Advisor 1 Initial Purchasers 1 Trust Advisor Trustee 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Breach 16 Underwriters 1 Material Document Defect 15 Underwriters 1 Mortgage File 3 16 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14October 3, 20112012, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC Bank of America, National Association (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 2012 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate AdvisorsSitus Holdings, Inc.LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Bank of America Mxxxxxx Lxxxx Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 20112012-C3 C6 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class AX-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 24, 20112012, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 227, 2011 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Adjusted Actual Rent - Sch. II 9 Lender 1 Affected Loan(s) 17 MOU 24 Agent 1 Licenses 34 Anti-Money Laundering Laws 21 Lists 20 Anti-Money Laundering Measures 21 Master Lease 1 Anti-Terrorism Laws 20 Monthly Effective Rent - Sch. II 9 Assignment Agreement 6 Monthly Reports 22 Bankruptcy Party 40 Net Operating Income - Sch. II 9 Borrower 1 Officer’s Certificate Note 1 Borrower Anti-Terrorism Policies 31 Occupancy 33 Borrower's Equity - Sch. 2.1 4 OFAC 20 BSA 21 OFAC Laws and Regulations 20 Charges 26 Operating Agreement 15 Collateral 7 Other Lists 20 CON 34 Permitted Debt 28 Defeasance 5 Prepayment Premium 3 Defeasance Deposit 7 Project 1 Designated Person 20 Properties 1 Executive Orders 20 Property 1 Expenses - Sch. II 9 Release Date 5 FIRREA - Sch. 2.1 5 Rent Proceeds 29 fiscal month 22 Revenue - Sch. II 9 Funding Amount 2 Scheduled Defeasance Payments 6 Bxxx GECC 1 SDN List 20 Guarantor 1 Secondary Market Transactions 32 Healthcare Laws 33 Security Agreement 5 HIPAA 33 State Regulator 30 HIPAA Compliance Date 34 Successor Borrower 6 HIPAA Compliance Plan 34 Tax Impound 12 HIPAA Compliant 34 Taxes 12 Improvements 1 Terrorism 8 Incorporation Documents 15 Third-Party Payor Programs 36 Interest Holder Agreement 30 Title Policy - Sch. 2.1 2 Interest Rate 2 U.S. Obligations 7 Investor Anti-Terrorism Policies 31 U.S. Publicly-Traded Entity 21 Leases - Sch. 2.1 3 Yield Maintenance Amount 7 LOAN AGREEMENT This Loan Agreement is entered into as of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights December 1, 2005, among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC" and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase in its capacity as agent for the Lenders, together with its successors, "Agent"), the financial institutions other than GECC who are or hereafter become parties to this Agreement (“Agreement”)together with GECC collectively, dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaseror individually, as depositorthe context may require, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”"Lender"), and TriMont Real Estate AdvisorsEMERITUS PROPERTIES-ARKANSAS, Inc.LLC, as trust advisor a Delaware limited liability company (the “Trust Advisor”"Borrower"). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice Act 1 Affiliate 17 Agreement 18 Audit Committee 5 Bankruptcy Event 18 Board 4 Business 3 CEO 7 Certificate of Limited Partnership 18 CFO 7 Chairman of the Board 6 Closing Date 1 Closing Time 1 Code 18 Commission 19 Mortgage Loans Company 1 Affected Loan(s) 17 MOU 24 Compensation Committee 5 Conflicts Committee 5 Control 19 COO 7 Delaware Certificate 1 Director 5 Equity Interests 19 Exchange Act 19 Fiscal Year 2 Governmental Authority 19 Incapacity 19 Incentive Distribution Right 19 Indebtedness 19 Independent Director 20 Liens 20 Loss 14 Member 20 Membership Interest 20 Minority Subsidiary 20 National Securities Exchange 20 Officer 20 Partnership 3 Partnership Agreement 20 Partnership Group Companies 3 Partnership Group Governing Documents 21 Permitted Lien 21 Person 21 President 7 Proceeding 14 Secretary 7 Secretary of State 1 Sixth Amended LLC Agreement 1 Officer’s Certificate 6 Bxxx Sole Member 1 Sole Member LLC Agreement 21 Subsidiary 21 Substitute Member 22 Treasurer 7 Vice President 7 SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WPZ GP LLC A Delaware Limited Liability Company This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement WPZ GP LLC, a Delaware limited liability company (the “AgreementCompany”), dated effective as of September 149:45 a.m. (EST) on February 2, 20112015 (such date, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (the “SellerClosing Date”) and Mxxxxx Sxxxxxx Capital I Inc. (; such time on the Closing Date, the “PurchaserClosing Time”). Seller agrees to sell, is made and Purchaser agrees to purchaseentered into by ACCESS MIDSTREAM VENTURES, certain mortgage loans listed on Exhibit 1 hereto L.L.C., a Delaware limited liability company, as the sole member of the Company (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting AgreementSole Member”), and the Class X-ACompany. R E C I T A L S WHEREAS, Class X-Bunless the context otherwise requires, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (capitalized terms shall have the “Private Certificates”) will be sold by Purchaser respective meanings ascribed to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (them in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Section 10.1;

INDEX OF DEFINED TERMS. 15Ga-1 Termination Notice 19 Mortgage Loans Page 15% IRR Deficiency 53 20% IRR Deficiency 53 25% IRR Deficiency 54 Acceptance Notice 36 Accounts 24 Acquisition Costs 3 Act 1 Affected Loan(s) 17 MOU 24 Administrative Member 16 Administrative Member Costs 3 Administrative Member's Price 35 Administrative Obligations Exhibit 23 Affiliate 3 Agreement 1, 53 Applicable Rate 12 Arbitration Notice 30 Bankruptcy/Dissolution Event 4 BREA 1 BREA Sale 16 BREA's Membership Interest 35 Budget 4 Business Agreements 4 Capital Budget 4 Claim 4 Claims 40 Closing 7 Closing Date 7 Closing Statement 11 Collateral Agreement 4 Company 1 Company Percentages 4 Company Subsidiaries 2 Company's Accountants 23 Consultant 27 Contributing Member 12 Contribution Request 11 Contributions 53 control 4 Conveyance Documents 20 Credit Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans Cure Period 5 Default Loan 12 Deficiency 12 Deposit 7 Dissolution Event 33 Distributable Cash 14 Distributions 53 ESC 1 Certificate Administrator 1 Pooling Servicing Escrow Agent 7 Existing Agreement 1 Certificate Existing Competing Projects 8 Extraordinary Income and Extraordinary Expenses 29 GAAP 23 Grossed Up Sale Price 16 Guaranty Payment 39 Indemnitee 39 Intent to Sell Notice 35 Investment Maintenance Costs 5 IRR Deficiency 53 IRR Exhibit 14 IRR Rate 53 Laws 5 Lender 1 Liability Percentage 39 Loan 1 Loan Documents 20 Major Decisions 16 Management Agreement 27 Marketing Period 37 Material Action 5 Member 2 Member Cessation Event 2 Members 2 Money Market Account 24 Non-Contributing Member 12 Noncurable Default 5 Non-Paying Member 39 Note 1 Obligation 6 Operating Accounts 24 Operating Budget 4 Operating Expenses 29 Operating Licenses 28 Paying Member 39 Performance Benchmarks 29 Periodic Report 23 Permitted Portfolio Acquisition 6 Portfolio Cash Return 29 Project 2 Project Financing 6, 10 Project Financing Documents 6, 10 Project Financing Guaranty Documents 6, 10 Project Lender 6, 10 Promote Clauses 31 Properties 6 Property 6 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing 6 Purchase Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 36 Purchase Deposit 36 Purchase Offer 35 Purchase Price 7 Recourse Acts 40 Requirements 7 Securities Act 41 Security Instrument 1 Seller 1 Defective Mortgage Loan 7 Sole Member 2 Special Member 3 Special Purpose Provisions 21 Subsequent Contribution 11 Supplemental Notice 38 Tax Exhibit 34 Termination Notice 30 Third Party Price 38 Time 0 53 Transfer 28 Transferred Percentage 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor passUnpaid Liabilities 39 Winding-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Up Member 34

INDEX OF DEFINED TERMS. 15Ga-1 Page No. Abatement Condition 11 Abatement Space 11 ADA 14 Additional Rent 3 Alteration 15 Alterations 15 Anti-Terrorism Law 48 Appraisers 51 Base Rent 3 Basic Lease Information 1 Building 1 business days 47 Casualty Discovery Date 22 CERCLA 38 Chronic delinquency 31 Chronic overuse 31 Commencement Date 2 Common Areas 1 Computation Year 7 Condemnation 24 CPA 9 Default 29 Dispute Notice 8 Electric Service Provider 10 Environmental Laws 38 Essential Service 11 Executive Order No. 13224 48 Expiration Date 2 Extension Notice 50 Force Majeure 50 Guarantor 30 Hazardous Materials 38 Holder 45 Initial Disclosure Certificate 38 Insurance Expenses 6 Landlord Parties 43 Landlord’s Agents 13 Landlord’s Insureds 19 Mortgage Loans Laws 13 Lease 1 Affected Loan(s) 17 MOU 24 Agreement Loss of Rents 19 Minor Alterations 16 Mold Conditions 41 Mold Prevention Practices 41 Operating Expenses 4 Option 50 Option Period 50 Parking Area 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates Pre-Existing Hazardous Materials 42 Premises 1 Private Certificates Restrictions 13 Prohibited Person 48 Project 1 Closing Proportionate Share 8 RCRA 38 Related Corporation 29 Rent 8 Report Date 9 Rules and Regulations 44 Successor Landlord 37 Superior Lessor 37 Superior Lease(s) 36 Superior Mortgage(s) 36 Superior Mortgage 37 Systems 4 Tangible Net Worth 29 Taxes 6 Tenant’s Agents 13 Tenant’s Property 19 Term 2 Prospectus Supplement 1 Collateral Information Third CPA 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 SellerTSCA 38 Update Disclosure Certificate 38 USA Patriot Act 48 Utilities 9 Utility Expenses 6 Visitors 46 LEASE AGREEMENT BASIC LEASE INFORMATION Lease Date: January 18, 2005 Landlord: Xxxxxx Xxxx Investors LLC, a Delaware limited liability company Landlord’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”)Address: c/o UBS Realty Investors LLC 000 Xxxxxx Xxxxxx, dated as of September 14Xxxxx 0000 Xxx Xxxxxxxxx, 2011Xxxxxxxxxx 00000 Attention: Asset Manager, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees Xxxxxx Hill Business Park All notices sent to sellLandlord under this Lease shall be sent to the above address, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan with copies to: Woodmont Real Estate Services, a Division of PNC BankL.P. 0000 Xxxxxxx Xxxxxx Belmont, National AssociationCalifornia 94022 Attention: Property Manager, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate AdvisorsXxxxxx Hill Business Park Tenant: Corsair Memory, Inc., as trust advisor a California corporation Tenant’s Contact Person: Xxxx X. Xxxxx Tenant’s Address and Telephone Number: Prior to Commencement Date: 00000 Xxxxx Xxxxxxx Xxxxxxxxx Fremont, California 94538 (the “Trust Advisor”)510) 657-8747 On and after Commencement Date: 00000 Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000 (000) 000-0000 Premises. In exchange for the Mortgage Loans Square Footage: Approximately Fifty-Five Thousand Two Hundred Sixty-Four (55,264) rentable square feet Premises Address: 46221-46231 Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000 Project: Xxxxxx Xxxx Business Park Building: 00000-00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx Tenant’s Proportionate Share of Project: Not Applicable Tenant’s Proportionate Share of Building: 100% Length of Term: Sixty-Four (64) months Estimated Commencement Date: June 1, 2005 Estimated Expiration Date: September 30, 2010 Base Rent: Months Sq. Ft. Annual Base Rate Annual Base Rent Monthly Base Rate Monthly Base Rent Jun 05–Sept 05 1-4 55,264 x $0.00 =$0.00 x $0.00 =$0.00 Oct 05–Sept 06 5-16 55,264 x $6.24 =$344,847.36 x $0.52 =$28,737.28 Oct 06–Sept 00 00-00 00,264 x $6.43 =$355,192.78 x $0.54 =$29,599.40 Oct 07–Sept 00 00-00 00,264 x $6.62 =$365,848.56 x $0.55 =$30,487.38 Oct 08–Sept 00 00-00 00,264 x $6.82 =$376,824.02 x $0.57 =$31,402.00 Oct 09–Sept 00 00-00 00,264 x $7.02 =$388,128.74 x $0.59 =$32,344.06 Prepaid Base Rent: Twenty-Eight Thousand Seven Hundred Thirty-Seven and certain other mortgage loans 28/100 Dollars ($28,737.28) Prepaid Additional Rent: Thirteen Thou and Nine Hundred Twenty-Six and 53/100 Dollars ($13,926.53) Month(s) to which Prepaid Base Rent and Additional Rent will be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue Applied: Prepaid Base Rent shall be applied to the Depositor pass-through certificates to fifth (5th) month of the Term. Prepaid Additional Rent shall be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant applied to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates first (the “Public Certificates”1st) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements month of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Term.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(sThe following capitalized terms, which may be used in more than one Section or other location of this Agreement, are defined in the following Sections or other locations: TERM LOCATION Affiliate Annex I Agreement 12.9(a) 17 MOU 24 Allocation 3.2(a) Amendment Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate 1.1(e) Another Transaction Annex I Assigned Contracts 1.1(f) Assigned Trademarks 1.1(g) Assumed Liabilities 2.1 Back Royalties 1.1(j) Base Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Price 3.1(a) Business Annex I Business Day Annex I Business Employees 5.14(a) Cap 9.5(a)(ii) Cash Payment 3.1(a) CLM 12.14 Closing 4.1 Closing Date 2 Prospectus 4.1 Code Annex I Confidentiality Agreement 10.3 Confidential Information 10.3 Contemplated Transactions Annex I Contract Annex I Control Annex I Development Agreement 1.1(b) Employee Benefit Plan Annex I Encumbrances Annex I Environmental, Health and Safety Laws Annex I ERISA Annex I ERISA Affiliate Annex I Escrow Amount Annex I Escrow Agent Annex I Escrow Agreement Annex I Escrow Income 3.3(b) Excluded Assets 1.2 Excluded Liabilities 2.2 Expense Reimbursement Amount Annex I FDA Annex I Fraud Annex I [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Final Allocation 3.2(a) Fundamental Documents Annex I Fundamental Representations Annex I GAAP Annex I Governmental Entity Annex I Hxxxxx FRC Caption Hxxxxx FRC Indemnified Persons Annex I Hxxxxx FRC Indemnifying Persons Annex I Hxxxxx FRC Losses Annex I Hxxxxx-Paid Q1 RCT Royalties 2.2(b) Hxxxxx-Received Q1 UCB Royalties 1.2 Hazardous Materials Annex I HSR Act Annex I Indemnification Claim 3.3(b)(i) Indemnified Persons Annex I Indemnifying Persons Annex I Independent Accounting Firm 3.2(a) Intellectual Property Rights Annex I Know-How Annex I Knowledge Annex I Law Annex I Liability Annex I Litigation Agreements 1.1(f) Litigation Expense Annex I Long-Stop Date 11.1(b) Losses Annex I Material Adverse Change Annex I Orders Annex I OFAC 5.13 Parties Caption Patents Annex I Permits Annex I Permitted Encumbrances Annex I Person Annex I Pre-Closing Period 7.1 Proceedings Annex I Product Preamble Purchase Price 3.1(a) Purchased Assets 1.1 Purchased Claims 1.1(j) Purchaser Caption Purchaser Indemnified Persons Annex I Purchaser Indemnifying Persons Annex I Purchaser Losses Annex I Qualifying Unilateral Settlement 9.3(f) Q1 Royalty Adjustment 3.1(b) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. RCT 1.1(a) RCT License Agreement 1.1(a) Related Documents 8.2(d) Release Date 3.3(b)(iii) Representatives Annex I Requisite Shareholder Approval Annex I Schedule Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 7.4 Shareholder Claims Annex I Shareholder/Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights Claim 9.3(b) Survival Date 9.4(c) Tax or Taxes Annex I Tax Return Annex I Taxing Authority Annex I Third Person Claim 9.3 Threshold 9.5(a)(i) Trademark Agreement 1.1(d) Trademarks Annex I Trade Names Annex I Transaction Taxes 1.4 Transferred Intellectual Property 1.1(g) UCB 1.1(b) UCB License Agreement 1.1(c) UCBSA 1.1(b) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”)filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ASSET PURCHASE AGREEMENT, dated as of September 14July 7, 20112020, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. Hxxxxx FRC Acquisition, LP, a Delaware limited partnership (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchaseHXXXXX FRC CORPORATION, certain mortgage loans listed on Exhibit 1 hereto a New Jersey corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”)Hxxxxx FRC,” and, to be dated as of October 1, 2011 between together with Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master ServicerParties”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized following terms used herein but not defined herein shall in this Agreement have the meanings assigned ascribed to them in on the Pooling pages indicated below: Acceptable Confidentiality Agreement 58 Action 58 Adverse Recommendation Change 47 Affiliate 58 Agreement 1 Anti-Corruption Laws 35 Appraisal Shares 7 Bid 23 Book-Entry Shares 8 Business Day 58 Capitalization Date 13 Cash Out Number 11 Cash-Out Option 9 Cash-Out RSUs 10 Certificate 7 Certificate of Merger 5 Code 4 Commercially Available Software 58 Company 1 Company 401(k) Plan 51 Company Benefit Plan 58 Company Board 1 Company Bylaws 12 Company Certificate of Incorporation 12 Company Common Stock 1 Company Disclosure Letter 58 Company Employee 51 Company Equity Awards 13 Company Government Contract 24 Company Government Subcontract 24 Company Intellectual Property 59 Company MSU 59 Company Preferred Stock 13 Company Products 30 Company Registered IP 31 Company RSAs 13 Company RSUs 13 Company Securities 14 Company Stock Options 13 Company Stock Plans 13 Company Subsidiary Securities 13 Company Termination Fee 59 Compensation Committee 37 Confidentiality Agreement 59 Contract 59 Copyrights 30 Covered Securityholders 37 DGCL 1 Domain Names 30 Effective Time 6 Employment Compensation Arrangement 37 Environment 20 Environmental Claim 20 Environmental Law 20 Environmental Permits 19 Equity Award Exchange Ratio 59 ERISA 59 ERISA Affiliate 59 ESPP 11 Exchange Act 2 Exchange Fund 8 Existing Credit Agreement 54 FAR 25 Filed SEC Documents 12 Final Offering Period 11 Financial Advisor 37 Financial Advisor Agreement 37 First Measurement Period 11 Fixed Asset Plan 42 Foreign Merger Control Laws 15 Former Government Employee 26 GAAP 16 Governmental Authority 15 Governmental Authorizations 15 Hazardous Materials 21 HSR Act 15 Import and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”Export Laws 19 Indebtedness 59 Indemnified Party 52 Intellectual Property 30 Intellectual Property Rights 30 Intervening Event 47 Judgment 15 Knowledge 59 Last Measurement Period 11 Law 15 Leased Real Property 30 Liens 13 Marks 30 Material Adverse Effect 59 Material Contract 23 Material Policies 35 Maximum Premium 53 Merger 1 Merger Closing 5 Merger Closing Date 5 Merger Consideration 7 Merger Sub 1 Minimum Tender Condition I-1 Multiemployer Plan 60 Notice of Intended Recommendation Change 47 Offer 1 Offer Closing 3 Offer Conditions 2 Offer Documents 3 Offer Price 1 Open Source Materials 31 Ordinary Course of Business 60 Outside Date 55 Owned Company Intellectual Property 30 Parent 1 Parent 401(k) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September Plan 51 Parent Cash Award 10 Parent Common Stock 9 Parent Common Stock VWAP 60 Parent Material Adverse Effect 60 Parent RSU 10 Parent Stock Option 9 Parties 1 Party 1 Patents 30 Paying Agent 8 Permitted Liens 60 person 61 Privacy Laws 36 Real Property Leases 30 Recommendation 15 Registered IP 61 Regulatory Condition I-1 Release 21 Representative 61 Restraint Condition I-1 Restraints 55 Rollover Number 11 Roll-Over Option 9 Roll-Over RSU 10 Xxxxxxxx-Xxxxx Act 16 Schedule TO 3 SEC 3 SEC Documents 16 Section 251(h) 1 Short Performance Period 11 Software 31 Specified Foreign Merger Control Laws 49 Subsidiary 61 Superior Proposal 45 Support Agreement 1 Surviving Corporation 5 Surviving Corporation Certificate of Incorporation 6 Takeover Laws 15 Takeover Proposal 45 Tax 61 Tax Returns 61 Taxes 61 Technical Regulations 21 Termination Condition I-2 Third Party Intellectual Property License 61 Top Customers 36 Top Suppliers 36 Total Number 11 Trade Secrets 31 Transaction Litigation 49 TSR 61 Underwater Option 10 Voting Company Debt 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 25 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 17 Seller Defeasance Rights and Obligations 10 21 Dispute 19 Seller Reporting Information 13 14 Final Judicial Determination 19 20 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14October 3, 20112012, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 2012 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate AdvisorsSitus Holdings, Inc.LLC, as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Bank of America Mxxxxxx Lxxxx Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 20112012-C3 C6 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class AX-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 24, 20112012, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 227, 2011 2012 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage File 3 Affected Loan(s) 18 Mortgage Loan Schedule 2 Agreement 1 Mortgage Loans 1 Affected Loan(s) 17 Bank of America Lender Successor MOU 24 Agreement 1 26 Borrower Right 22 Officer’s Certificate 6 Bxxx 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 2 Collateral Information 9 11 Public Certificates 1 Crossed Mortgage Loans 16 18 Purchaser 1 Cure Request 15 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 18 Seller Reporting Information 13 Final Judicial Determination 19 14 Dispute 20 Seller’s Information 12 Final Memorandum 14 Excluded Mortgage Loan Special Servicer. 1 Special Servicer 1 Final Judicial Determination 21 Trust 1 Final Memorandum 2 Trust Advisor 1 Indemnification Agreement 12 Trust 14 Trustee 1 Initial Purchasers 1 Trust Advisor 1 UCC 5 Master Servicer 1 Trustee Underwriters 1 Material Breach 15 UCC 5 17 Underwriting Agreement 1 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 17 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14April 10, 20110000, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October April 1, 2011 2015, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate AdvisorsXxxxx Fargo Bank, Inc.National Association, as trust advisor certificate administrator (in such capacity, the “Trust AdvisorCertificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C22, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C22 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class CX­-B, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2March 30, 2011 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 24 25 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 17 Purchaser 1 Cure Request 15 16 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 17 Seller Defeasance Rights and Obligations 10 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 19 20 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Xxxxx Fargo 1 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14January 30, 20112014, between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October February 1, 2011 2014, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National AssociationAssociation (“Xxxxx Fargo”), as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacityRialto Capital Advisors, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National AssociationLLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc.Xxxxx Fargo, as trust advisor certificate administrator (in such capacity, the “Trust AdvisorCertificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C14, Commercial Mortgage Pass-Through Certificates, Series 20112014-C3 C14 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AX-­B, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2January 23, 2011 2014 (as supplemented by the preliminary private placement memorandum supplement, dated January 29, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 17 MOU 24 19 Agreement 1 Officer’s Certificate 6 Bxxx Bank of America Lender Successor Borrower Right 22 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 11 Crossed Mortgage Loans 16 Purchaser 1 18 Cure Request 15 Repurchase Request 19 17 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 2 Private Certificates 1 Prospectus Supplement 2 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller Defeasance Rights and Obligations 10 Dispute 19 1 Seller Reporting Information 13 Final Judicial Determination 19 14 Seller’s Information 12 Final Memorandum 1 14 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14October 28, 20110000, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October November 1, 2011 2015, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian excluded special servicer (in such capacity, the “CustodianExcluded Special Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan ServicesLNR Partners, a Division of PNC Bank, National AssociationLLC, as general special servicer (the “General Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C26, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C26 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Partnership 1 Affected Loan(s) 17 MOU 24 Acquired Partnership GP 1 Acquisition Proposal 20 Adjusted UARs 26 affiliate 34 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans Board 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Day 3 Closing 3 Closing Date 3 Code 2 Prospectus Supplement Combined Pro Forma Information 17 Communication Package 13 Confidential Purchaser Disclosure Schedule 6 Consent Solicitation Documents 18 Consolidated Persons 7 Contract 8 Contributed Interests 8 CVI Agreement 22 CVIs 3 Dissolution Transactions 21 Distribution 21 Effect 5 Equity Incentive Plan 23 Exchange Act 34 Exchange Agent 21 Exchange Agreement 22 Fund Holdings LPA 22 GAAP 5 Governmental Entity 5 Group Partnerships 1 Collateral Information Holdings 1 HSR Act 6 Independent Directors 1 Interim Financial Statements 8 Investment Company Act 11 Investment Partnership LPA 3 June 30 Financial Statements 9 Public Certificates KKR Funds 7 KKR Group 8 Liability 3 Liens 2 Limited Partner Interests 1 Crossed Mortgage Loans 16 Lock-Up Agreement 22 Losses 27 Management Holdings LPA 22 Material Adverse Effect 4 Non-Compete Agreements 22 NYSE 8 Outside Date 32 Participant 13 Permits 11 Permitted Liens 6 person 34 Press Release 13 Proceedings 27 Purchase and Sale 3 Purchaser 1 Cure Request Purchaser Common Units 2 Purchaser Enhanced Arrangement 13 Purchaser GP Agreement 22 Purchaser LPA 22 Registration Statement 15 Repurchase Request 19 Custodian Requisite Unitholder Consent 18 Restructuring Transactions 20 SEC 8 Securities Act 9 Segment Pro Forma Information 17 Seller 1 Seller Common Units 2 Seller GP 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Limited Partnership Agreement 4 Seller Reporting Recommendation 18 Seller UAR 26 Services Agreement 21 Specified Information 13 Final Judicial Determination 19 Seller’s Information 17 Tax Receivables Agreement 22 Taxes 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT, dated as of July 27, 2008 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 14is entered into by and among (1) KKR & Co. L.P., 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC a Delaware limited partnership (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (the “Purchaser”). Seller agrees to sell, and Purchaser agrees to purchaseacting through KKR Management LLC, certain mortgage loans listed on Exhibit 1 hereto a Delaware limited liability company (the “Mortgage LoansPurchaser GP”) in its capacity as described herein. Purchaser will convey the Mortgage Loans to general partner of the Purchaser, (2) KKR Private Equity Investors, L.P., a trust Guernsey limited partnership (the “TrustSeller”) created pursuant to ), acting through KKR Guernsey GP Limited, a Pooling and Servicing Agreement Guernsey company limited by shares (the “Pooling and Servicing AgreementSeller GP”) in its capacity as the general partner of the Seller, (3) KKR PEI Associates, L.P., a Guernsey limited partnership (the “Acquired Partnership GP”), to be dated acting in its capacity as the general partner of October 1KKR PEI Investments, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesL.P., a Division of PNC Bank, National Association, as special servicer Guernsey limited partnership (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeAcquired Partnership”), and TriMont Real Estate Advisorsacting through KKR PEI GP Limited, Inc.a Guernsey company limited by shares in its capacity as general partner of the Acquired Partnership GP (solely for purposes of Section 1.4), as trust advisor (the 4) KKR Holdings L.P., a Cayman Islands exempted limited partnership (“Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage LoansHoldings”), acting through KKR Holdings GP Limited in its capacity as general partner of Holdings (solely for purposes of Section 4, Section 5.5, Section 5.13(b) and Section 9.10), (5) KKR Management Holdings L.P., a Delaware limited partnership, acting through KKR Management Holdings Corp. in its capacity as the Trust will issue general partner of KKR Management Holdings L.P. (solely for purposes of Section 6) and (6) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the general partner of the general partner of KKR Fund Holdings L.P. (solely for purposes of Section 6) (KKR Management Holdings L.P. and KKR Fund Holdings L.P. are sometimes collectively referred to the Depositor pass-through certificates to be known herein as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “CertificatesGroup Partnerships”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 Affiliate 36 Healthcare Regulatory Laws 38 Agreement 4 Indemnifiable Amounts 38 Agreement Dispute 34 Indemnified Party 29 Ancillary Agreements 36 Indemnifying Party 29 Assumed Liabilities 36 Intellectual Property 38 Base Consideration 36 Inventory 39 Books and Records 36 Knowledge 39 Business 36 Law 39 Business Day 36 Liabilities 39 Business Transfer Documents 5 License Agreement 39 Calendar Quarter 36 Licensed IP 39 Cap 31 Liens 39 cGMP 36 Marketing Authorization 39 Chargebacks 36 Material Adverse Effect 39 Closing 6 Milestone Payment 7 Closing Cash Consideration 37 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Product 40 Closing Date 2 Prospectus Supplement 1 Collateral Information 6 Net Sales 40 Commercially Reasonable Efforts 36 Non-Transferred Contracts 15 Competing Product 26 Objections Statement 9 Public Certificates 1 Crossed Mortgage Loans 16 Co-Pay Contracts 37 OFAC 19 Data Room 37 Party, Parties 4 Deal Communications 34 Patents 41 Disclosure Schedules 12 PDUFA Fees 41 Domain Names 37 Permits 18 Endoceutics Amendment 37 Permitted Liens 42 Estimated Net Working Capital Amount 8 Person 42 Estimated Saleable Inventory 8 Post-Closing Tax Period 42 Excluded Assets 37 Pre-Closing Accounts Payable 42 Excluded Liabilities 37 Pre-Closing Accounts Receivable 42 Federal Health Care Programs 19 Pre-Closing Tax Period 42 Final Cash Consideration 38 Preliminary Statement 8 Final NWC Adjustment Amount 38 Privileged Communications 34 Financial Statements 14 Proceeding 42 GAAP 38 Product 42 Xxxxxxx 6 Product Copyrights 42 Governmental Entity 38 Product Labels and Inserts 43 Promotional Materials 43 Tax Allocation 13 Purchase Price Adjustment Amount 43 Tax Claim 35 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 4 Tax Returns 44 Purchaser Fundamental Reps 43 Territory 45 Purchaser Indemnified Parties 29 Third Party 45 Purchaser Portion of PDUFA Fees 43 Third-Party Claim 29 Quarterly Reports 7 Threshold Amount 31 R&W Policy 6 Trademarks 45 Rebates 43 Transfer Letters 45 Regulatory Applications 43 Transfer Taxes 45 Regulatory Files 43 Transferred Assets 45 Relevant Product 27 Transferred Contracts 45 Saleable Inventory 44 Transferred Equipment 45 Schedule 12 Transferred IP 45 Seller 1 Defective Mortgage Loan 16 4 Transition Services Agreement 20, 45 Seller Defeasance Rights and Obligations 10 Dispute 19 Fundamental Reps 44 Transitional Trademark License Agreement 45 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Indemnified Parties 29 Unaffiliated Party 34 Shared Contract 43 Unaffiliated Party Suit 35 Subsidiary 43 Valuation Firm 9 Tax 44 Website IP 45 ARTICLE XII

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1— 1998 Plan 60 —2— 2002 Plan 60 —A— Acceptable Confidentiality Agreement 60 Acquisition Sub 1 Affected Loan(s) 17 MOU 24 Adverse Recommendation Change 41 Aggregate Merger Consideration 60 Agreement 1 Officer’s Alternative Acquisition Agreement 40 Alternative Patent Sale Agreement 36 Antitrust Laws 13 Assigned Patent License Agreement 60 —B— Balance Sheet Date 16 Blue Sky Laws 60 Book-Entry Shares 3 Business Day 60 —C— Certificate 6 Bxxx of Sale Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 3 Closing 2 Closing Date 2 Prospectus Supplement Code 60 Company 1 Collateral Information Company Benefit Plan 60 Company Common Stock 1 Company Disclosure Schedule 9 Public Certificates Company Employees 19, 45 Company ESPP 8 Company Intellectual Property Rights 20 Company Lease 60 Company Material Adverse Effect 48, 61 Company Material Contract 23 Company Option 62 Company Permits 13 Company Plans 62 Company Recommendation 62 Company Related Parties 53 Company Restricted Stock Units 62 Company SEC Documents 14 Competing Proposal 42 Confidentiality Agreement 62 Contract 12 control 62 —D— D&O Insurance 44 DGCL 62 Directors’ Stock Option Plan 62 Dissenting Shares 8 —E— Effective Time 2 Electronic Data Room 28 Environmental Laws 63 ERISA 62 ERISA Affiliate 62 Exchange Act 62 Exchange Fund 4 Expenses 62 —F— FCPA 14 —G— GAAP 63 Governmental Authority 63 —H— Hazardous Substance 63 Holdback Amount 46 HSR Act 63 —I— Indebtedness 63 Indemnitee 63 Intellectual Property Rights 20 IRS 63 —K— knowledge 64 —L— Law 64 Leased Properties 26 Lien 64 —M— Merger 1 Crossed Mortgage Loans 16 Merger Consideration 3 —N— New Plans 45 Non-U.S. Benefit Plan 18 Notice of Superior Proposal 41 —O— Option Cash Payment 7 Option Per Share Consideration 64 Order 64 —P— Parent 1 Parent Disclosure Schedule 29 Parent Material Adverse Effect 49, 64 Parent Organizational Documents 29 Patent Purchaser 64 Patent Sale Agreement 64 Patent Sale Transaction 64 Paying Agent 4 Permitted Lien 64 person 65 Preferred Stock 11 Proxy Statement 15 —R— Recapitalization 1 Cure Request Recapitalization Cash Portion 46 Recapitalization Certificate 46 Recapitalization Restricted Stock Unit Payment 65 Representatives 65 Requisite Stockholder Approval 27 Restricted Stock Unit Payment 7 Retained Patent License Agreement 65 —S— Sanctions 14 Xxxxxxxx-Xxxxx Act 15 Repurchase Request SEC 65 Secretary of State 65 Securities Act 65 Stockholders’ Meeting 38 subsidiary 65 Superior Proposal 43 Supplemental Purchase Plan 65 Surviving Corporation 2 —T— Takeover Statutes 27 Tax 66 Tax Returns 66 Taxes 66 Termination Date 50 Termination Fee 52 Third Party 66 Total Common Merger Consideration 66 Total Option Cash Payments 7 Total Recapitalization Cash Portion 46 Total Recapitalization Restricted Stock Unit Cash Payment 66 Total Restricted Stock Unit Payments 7 Treasury Regulations 66 —U— UKLA 66 Union 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement —W— WARN Act 66 THIS AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2012 (this “Agreement”), dated as is made by and among Imagination Technologies Group plc, a public limited company under the laws of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC England and Wales (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementParent”), to be dated as of October 1Imagination Acquisition Sub, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesInc., a Division Delaware corporation and an indirect wholly owned subsidiary of PNC Bank, National Association, as special servicer Parent (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeAcquisition Sub”), and TriMont Real Estate AdvisorsMIPS Technologies, Inc., as trust advisor a Delaware corporation (the “Trust AdvisorCompany”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Defined Terms Page 1099 Contractor 1 Affected Loan(sAcquiror 1 Acquiror Indemnified Parties 59 Acquiror Plans 52 Acquiror’s 401(k) 17 MOU 24 Plan 51 Acquisition 41 Action 1 Active Business Employees 50 Affiliate 1 Agreement 1 Officer’s Certificate 6 Bxxx Ancillary Agreements 1 Antitrust Clearance 56 Approvals 38 Assumed Company Plans 12 Assumed Contracts 11 Assumed Liabilities 14 Audited and Reviewed Financial Statements 41 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Sale, Assignment and Assumption Agreement 1 Certificate Purchase Agreement Books and Records 11 Business 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Confidential Information 48 Business Day 2 Business Employees 2 Closing 17 Closing Amount 17 Closing Date 17 Closing Net Working Capital 19 Closing Receivables 45 Closing Target 19 COBRA 29 Code 2 Prospectus Supplement Company 1 Collateral Company Confidential Information 48 Company FSA 52 Company FSA End Date 52 Company Indemnified Parties 60 Company Marks 2 Company Plan 29 Company’s 401(k) Plan 51 Company’s Knowledge 6 Defined Terms Page Confidentiality Agreement 38 Consultation Period 19 Continuing Support Obligation 42 Contract 10 Control 2 Corporate Policies 43 Current Assets 2 Current Liabilities 2 Deductible Amount 60 Direct Claim 61 Disclosure Schedule 21 End Date 57 Environmental Condition 2 Environmental Law 3 Environmental Permit 3 Equipment 12 ERISA 3 ERISA Affiliate 3 Estimated Closing Statement 18 Excluded Assets 12 Excluded Employees 3 Excluded Liabilities 15 Final Closing Statement 20 Final Net Working Capital 20 Financial Statements 23 Financing 3 Financing Sources 3 Financing Sources Related Parties 3 Fraud 4 FSA Balances 53 FSA Participants 52 Fundamental Representations 4 GAAP 4 Governmental Entity 4 Governmental Order 4 Hazardous Material 4 HSR Act 4 Inactive Business Employee 4 Indebtedness 5 Indemnified Party 60 Indemnifying Party 60 Independent Accounting Firm 19 Indian Business Assets 50 Indian Business Employee 5 Insurance Policies 32 Intellectual Property 5 Inventory 5 IP Assignment Agreements 6 IRS 6 IT Asset Contract 6 IT Assets 6 Joint Defense Agreement 6 Knowledge of the Acquiror 6 Knowledge of the Company 6 Law 6 Leased Real Property 6 Legal Process 48 Liabilities 6 Lien 7 Local Agreements 50 Losses 7 Material Adverse Effect 7 Material Customers 32 Material Suppliers 32 Net Working Capital 8 New York Courts 68 Non-Reimbursable Losses 64 Notice of Disagreement 19 Parent 1 Permits 24 Permitted Liens 8 Person 8 Post-Closing Adjustment 21 Post-Closing Consents 40 Pre-Closing Insurance Matter 43 Pre-Closing Period 35 Pre-Closing Tax Period 8 Product 8 PTO Rollover 51 Purchase Price 17 Real Estate Lease 8 Recall 31 Receivables 11 Reference Balance Sheet 23 Related to the Business 8 Release 8 Remedial Action 39 Representative 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request Required Payments 9 Retained Litigation 13 Review Period 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Shared Contracts 9 Software 9 Specified Warranty Breaches 59 Straddle Period 9 Subsidiary 9 Support Obligations 42 Support Services 43 Target Net Working Capital 9 Tax 9 Tax Returns 10 Third Party Claim 61 Third Party Rights 17 Trademarks 5 Transaction Agreements 10 Transaction Expenses 10 Transfer Taxes 49 Transferred Assets 10 Transferred Employee 51 Transferred Employee Records 11 Transferred IP 11 Transition Services Agreement 10 Warranty Breach 59 willful and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement material breach 58 This ASSET PURCHASE AGREEMENT, dated as of May 8, 2019 (this “Agreement”), dated as of September 14is made by and among HARSCO CORPORATION, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage LoansCompany”) as described herein. Purchaser will convey the Mortgage Loans to ), E&C FINFAN, INC., a trust Delaware corporation (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementAcquiror”), and, solely with respect to be dated as of October 1Section 11.19, 2011 between PurchaserCHART INDUSTRIES, as depositorINC., Wxxxx Fargo Bank, National Association, as master servicer a Delaware corporation (in such capacity, the “Master ServicerParent”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 21 Mortgage Loans 1 Affected Loan(s) 17 19 MOU 24 26 Agreement 1 Officer’s Certificate 6 Bxxx 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 2 Collateral Information 9 11 Public Certificates 1 Crossed Mortgage Loans 16 18 Purchaser 1 Cure Request 15 17 Repurchase Request 19 21 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Seller Defeasance Rights and Obligations 10 22 Dispute 19 21 Seller Parties 1 Excluded Mortgage Loan Special Servicer 1 Seller Reporting Information 13 15 Final Judicial Determination 19 22 Seller’s Information 12 14 Final Memorandum 1 Special Servicer 2 SMC 1 Indemnification Agreement 12 Trust 14 Special Servicer 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Breach 15 Document Defect 17 UCC 5 Material Document Defect 15 Mortgage File 3 Underwriters 1 Mortgage File 3 Loan Schedule 2 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14April 10, 20112015, between Mxxxxx Sxxxxxx Starwood Mortgage Capital Holdings Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October April 1, 2011 2015, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate AdvisorsXxxxx Fargo Bank, Inc.National Association, as trust advisor certificate administrator (in such capacity, the “Trust AdvisorCertificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C22, Commercial Mortgage Pass-Through Certificates, Series 20112015-C3 C22 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class CX-­B, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2March 30, 2011 2015 (as supplemented by the preliminary private placement memorandum supplement, dated April 6, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller and Purchaser Party hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Acceptable Confidentiality Agreement 1 Officer’s 72 Acquisition Proposal 43 Adjusted EBITDA 72 Adjusted Option 4 Adjusted Stock Award 5 Affiliate 73 Agreement Preamble Alternative Acquisition Agreement 40 Antitrust Law 73 Applicable Date 15 Bankruptcy and Equity Exception 13 Book-Entry Share 3 Business Day 73 Bylaws 2 Cancelled Shares 3 Capitalization Date 11 Cash-Out Option 4 Certificate 6 Bxxx 3 Certificate of Sale Incorporation 11 Certificate of Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Change in Control 51 Change of Recommendation 45 Charter 2 Clean Room Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 73 Closing 2 Closing Date 2 Prospectus Supplement Code 20 Collective Bargaining Agreements 21 Company Preamble Company 401(k) Plans 52 Company Agreement 51 Company Board 1 Collateral Information Company Bylaws 11 Company Common Stock 3 Company Credit Agreements 73 Company Disclosure Schedule 10 Company Divestiture Action 49 Company Material Owned Real Property 22 Company Material Real Property Leases 23 Company Notes 58 Company Notice 42 Company Owned Real Property 73 Company Payment Programs 28 Company Plan 73 Company Real Property Lease 73 Company Regulatory Agreements 28 Company Requisite Vote 13 Company Securities 12 Company Share 3 Company Stock Plans 74 Company Termination Fee 68 Confidentiality Agreement 50 Consents 46 Continuing Employees 51 Continuing Non-Union Employees 51 Continuing Union-Represented Employees 51 Contract 16 control 74 Conversion Ratio 74 D&O Insurance 54 Data Xxxx 00 Debt Commitment Letter 33 Debt Financing 33 Debt Offer 58 DGCL 1 Discharge 74 Dissenting Shares 9 Public Certificates Divestiture Action 48 DOJ 47 Effective Time 2 End Date 66 Environmental Laws 26 Envision Acquisition 74 Equity Financing 74 ERISA 74 ERISA Affiliate 74 Exchange Act 14 Exchange Fund 6 Existing Facilities 37 Financial Advisor 26 Financing 63 Fixed Portion 5 Financing Sources 74 FTC 47 GAAP 75 Governmental Entity 75 Governmental Filings 75 Hazardous Materials 26 Healthcare and Insurance Regulatory Approvals 14 Healthcare Laws 75 HIPAA 75 HSR Act 14 Indemnified Parties 53 Indentures 76 Intellectual Property 76 IRS 19 Key Payors 18 knowledge 76 Law 76 Legal Restraints 64 Liens 22 Material Adverse Effect 76 Material Contract 18 Merger 1 Crossed Mortgage Loans 16 Purchaser Merger Sub Preamble NASDAQ 32 Notice Period 42 NYSE 12 Option 78 Parent Preamble Parent Disclosure Schedule 30 Parent Permitted Transaction 46 Parent Plans 51 Parent Price 78 Parent Shares 78 Parent Termination Fee 69 Parties Preamble Party Preamble Paying Agent 6 Payoff Amount 57 Payoff Letter 57 Per Share Merger Consideration 3 Performance Unit 78 Permanent Financing 63 Permits 14 Permitted Liens 22 Person 78 Preferred Stock 11 Proceeding 53 Proxy Statement 43 Recommendation 13 Representatives 39 Required Antitrust Action 48 Restricted Share 78 Retail Pharmacy 78 Rollover Option 4 Rollover Stock Award 4 RSU 78 SEC 15 SEC Reports 15 Securities Act 15 Senior Employee 78 Service Provider 78 Significant Partner 79 Software 79 Solvent 34 Stockholders Meeting 44 subsidiary 79 Subsidiary Shares 3 Superior Proposal 43 Surviving Corporation 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Tax Return 25 Taxes 25 Transaction Litigation 55 UBS 33 UBS Bank 33 UBS Securities 33 Willful Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 79 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of October 27, 2015 (this “Agreement”), dated as of September 14is entered into by and among Rite Aid Corporation, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of October 1Walgreens Boots Alliance, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesInc., a Division of PNC Bank, National Association, as special servicer Delaware corporation (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeParent”), and TriMont Real Estate AdvisorsVictoria Merger Sub, Inc., as trust advisor a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub” and, together with the “Trust Advisor”). In exchange for the Mortgage Loans Company and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacityParent, the “Initial Purchasers”) pursuant to Parties” and each, a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase AgreementParty”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans The following terms are defined in the Agreement on the following page: Definition Page Affiliate 21 Xxxxxxx Purchase Price 1 Affected Loan(s) 17 MOU Xxxxxxx Shares 1 Xxxxxxx Stock Consideration 2 Xxxxxxx/Xxxxxxxxx Warranty Breach 35 APF 30 AR Adjustment Amounts 4 Business 1 Business Agreements 7, 22 Business Permits 13 Buyer 1 Buyer Financial Statements 25 Buyer Indemnitee 35 Buyer Material Adverse Effect 23 Buyer SEC Reports 24 Agreement 1 OfficerBuyer Warranty Breach 35 Buyer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Fundamental Warranties 36 Capital Contribution 29 Closing 29 Closing Accounts Receivable 4 Closing Balance Sheet 3 Closing Date 29 Closing Working Capital 3 Company 1 Company Balance Sheet 3 Company Warranty Breach 34 Competing Business 33 Confidential Information 38 Consent 7 Current Financial Statements 8 Disclosure Letter 6 Dispute Notice 3 Xxxxxxx Money 2 Prospectus Supplement Employment Agreements 31 Equipment 14 ERISA 18 ERISA Affiliate 18 Escrow Agent 1 Collateral Information Definition Page Escrow Agreement 2 Escrow Fund 1 Estimated Working Capital 3 Financial Statement Date 9 Public Certificates Financial Statements 8 GAAP 3 Governmental Entity 13 Governmental Order 7 Governmental Rule 7, 23 Intellectual Property 15 IRS 17 Leased Equipment 14 Leased Real Property 13 Liens 17 Losses 34 Material Adverse Effect 6 Maximum Liability Cap 37 Maximum Working Capital Adjustment 3 Xx. Xxxxxxx 1 Crossed Mortgage Loans 16 Purchaser Xx. Xxxxxxxxx 2 Noncompete Period 32 Non-Management Shareholders 1 Cure Request Non-Management Shareholders Purchase Price 2 Non-Management Shareholders Shares 2 Ordinary Course of Business 9 Owned Intellectual Property 15 Repurchase Request 19 Custodian 1 Owned Real Property 13 Pension Plan 18 Person 7 Plans 17 Pre-Closing Expenses 29 Pro Rata Share 6 Proceeding 35 Purchase Price 2 Real Property 13 Related Party 21 Releases 31 Required Consents 6 Restricted Stock Consideration 2 Review Period 3 Rights 8 SEC 24 Securities Act 26 Seller 1 Defective Mortgage Loan 16 Definition Page Seller Defeasance Rights and Obligations 10 Dispute 19 Indemnitee 34 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum Representative 4 Seller Warranty Breach 34 Sellers 1 Special Servicer Sellers’ Fundamental Warranties 36 Shareholders Schedule 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October Shares 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx 7 Stakeholders 8 Tax Returns 9 taxes 10 Territory 33 Xxxxxx Employment Agreement 31 Threshold Amount 37 Transaction Documents 31 Uncollected Accounts Receivable 4 Xxxxxxxxx Stock Consideration 2 Welfare Plan 18 Working Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:3

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Acquisition Proposal Actual Retained Cash Ad Hoc Committee of Noteholders Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Break-Up Fee Business Capital Improvements Cash Distribution Closing Closing Date 2 Prospectus Supplement 1 Collateral Commitment Letter Company Company’s Closing Certificates Competing Transaction Confidentiality Agreement Confirmation Order Contemplated Transactions Customer Information 9 Public Deposit Funds Disbursing Agent Dispute Deadline Dispute Notice Eldorado Eldorado Closing Certificates 1 Crossed Employee Benefit Plan Employee Benefit Plans ERISA Escrow Agent Escrow Property Estimated Retained Cash Financial Statements First Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights Notes HSR Act Investment Investment Price Investor Closing Date Investor I Investor II Investors Investors Protection Order LGCB Management Agreement Net Working Capital New Non-Voting Equity Interests New Notes New Voting Equity Interests Notes Old Partnership Interests Paddlewheels Preferred Equity Interests Preliminary Estimate Property Reorganized Company Agreement Senior Secured Notes Tax Returns List of Schedules Schedule 1.3 Schedule of Accounts Schedule 3.3 Governmental Consents and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Approvals Schedule 3.7 Pending/Material Litigation Schedule 3.10 Employee Benefit Plans Schedule 3.12(a) Non-filed Tax Returns Schedule 3.12(b) Tax Audits, Investigations or Other Agreements or Applications Schedule 3.12(c) Tax Sharing or Allocation Agreements Schedule 3.12(d) Tax Delinquencies Schedule 3.13 Permitted Encumbrances Schedule 3.14 Environmental Matters Schedule 5.1 Conduct of Business Schedule 6.1(e) Required Consents – Company Schedule 6.2(e) Required Consents – Eldorado and Investors List of Exhibits Exhibit A Form of Plan of Reorganization Exhibit B Form of Indenture Exhibit C Form of Fifth Amended and Restated Joint Venture Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting of Eldorado Casino Shreveport Joint Venture Exhibit D Form of Management Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (together with all exhibits and schedules hereto, the “Agreement”), dated as of September 14October 18, 20112004, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC by and among Eldorado Resorts LLC, a Nevada limited liability company (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementEldorado”), to be dated as of October Eldorado Shreveport #1, 2011 between PurchaserLLC, as depositora Nevada limited liability company (“Investor I”), Wxxxx Fargo BankEldorado Shreveport #2, National AssociationLLC, as master servicer a Nevada limited liability company (in such capacity“Investor II” and together with Investor I, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeInvestors”), and TriMont Real Estate AdvisorsHollywood Casino Shreveport, Inc., as trust advisor a Louisiana general partnership (the “Trust AdvisorCompany”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) Affiliate 63 Affiliate Company Award 11 Affiliate Stock Option 10 Agreement 6 Ancillary Agreements 63 Associate 63 Bankruptcy and Equity Exception 20 Board of Directors 6 Book-Entry Shares 8 Business 63 Business Combination Transaction 51 Business Day 64 Business Plan 64 Capitalization Date 18 Cxxxxx Salpeter 39 Certificate 8 Change in the Company Recommendation 12 Closing 7 Closing Date 7 Code 16 Common Shares 18 Company 6 Company Awards 9 Company Balance Sheet 38 Company Benefit Plan 29 Company Board Recommendation 12 Company Contracts 64 Company Disclosure Letter 17 MOU 24 Company Financial Statements 64 Company Intellectual Property 32 Company Related Parties 57 Company Shareholder Approval 39 Company Shareholders Meeting 11 Company Shares 18 Company Stock Purchase Plan 64 Company Termination Fee 56 Consents 64 Constituent Documents 64 Dissenting Shares 14 Dxxx-Xxxxx Act 64 Effective Time 7 Environmental Law 64 Environmental Permit 64 ERISA 64 ERISA Affiliate 64 Exchange Act 65 Excluded Shares 65 Expenses 65 FCPA 26 GAAP 65 Governmental Approvals 21 Governmental Entity 21 Grant Date 18 Hazardous Substances 65 Indebtedness 65 Indemnified Person 46 Intellectual Property 66 IRS 66 Knowledge 66 Law 66 Lead Director 6 Lease 66 Leased Personal Property 28 Leased Real Property 28 Liens 66 Material Adverse Effect 66 Merger 7 Merger Certificate 7 Merger Consideration 8 Merger Sub 6 NYBCL 67 NYSE MKT 18 Off-the-Shelf Software 67 Order 67 OTCQB Marketplace 67 Owned Real Property 67 Parent 6 Parent Material Adverse Effect 41 Parent Termination Fee 56 Parent-Related Parties 57 Parties 6 Paying Agent 14 Paying Agent Agreement 1 Officer’s 14 Payment Fund 14 Permits 25 Permitted Lien 67 Person 68 Proceeding 44 Proxy Statement 12 Public Shareholders 6 Related Person 68 Release 68 Representatives 68 Rollover Agreement 6 Rollover Director 68 Rollover Shareholders 6 Rollover Shares 6 Sxxxxxxx-Xxxxx Act 68 Schedule 13E-3 12 SXX 00 XXX Xxxxxxxxx 13 SEC Reports 68 Securities Act 18 Series A Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Amendment 68 Series A Preferred Shares 18 Series A Preferred Stock Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing 68 Series B Preferred Shares 18 Software 68 Stock Option 9 Subsidiary 68 Superior Proposal 51 Suppliers 27 Surviving Corporation 7 Takeover Proposal 51 Tax 69 Tax Return 69 Taxing Authority 69 Termination Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 69 Third Party 69 Trade Secrets 69 Transfer Tax 69 Transmittal Documents 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Voting Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 7 WARN Act 32 Warrant 69 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 14December 18, 20112013, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC is entered into by and among FOHG HOLDINGS, LLC, a Delaware limited liability company (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementParent”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesFOHG ACQUISITION CORP., a Division New York and wholly-owned subsidiary of PNC Bank, National Association, as special servicer Parent (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeMerger Sub”), and TriMont Real Estate AdvisorsFREDERICK’S OF HOLLYWOOD GROUP INC., Inc., as trust advisor a New York corporation (the “Trust AdvisorCompany” and, together with Parent and Merger Sub, the “Parties”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized Certain capitalized terms used herein but in this Agreement and not otherwise defined herein shall have the meanings assigned to them are used as defined in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Section 8.11.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 24 26 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 18 Purchaser 1 Cure Request 15 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Seller Defeasance Rights and Obligations 10 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 19 21 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14October 10, 20112013, between Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 2013, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar, authenticating agent and TriMont custodian (in such capacity, the “Custodian”), and Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C12, Commercial Mortgage Pass-Through Certificates, Series 20112013-C3 C12 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September October 2, 2011 2013 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Page Acquisition Proposal 37 Additional Merger Consideration 60 Antitrust Laws 40 Authorized Action 71 Base Consideration 3 Business Day 60 Cash 60 CERCLA 61 Certificate of Merger 1 Affected Loan(s) 17 MOU 24 Claiming Party 79 Class F Liquidation Amount 2 Class F Stock 2 Closing 9 Closing Balance Sheet 7 Closing Bonus Payment Statement 3 Closing Bonus Payments 3 Closing Date 9 Closing Merger Consideration 3 Closing Option Merger Consideration 5 Closing Stock Merger Consideration 2 Closing Transactions 9 Code 23 Common Stock 2 Company 1 Company Charter 61 Company Fundamental Representations 61 Company Intellectual Property 21 Company Plans 39 Company Stock 2 Confidentiality Agreement 36 DCAA 27 Debt Commitment Letter 58 Deductible 43 Defending Party 79 DGCL 1 Disclosure Schedules 13 Dissenting Share 61 Effective Time 1 Employee Optionholder 61 Environmental Claim 61 Environmental Requirements 61 Equityholders 61 ERISA 61 Escrow Account 9 Escrow Agent 10 Escrow Agreement 9 Estimated Cash 3 Estimated Indebtedness 3 Page Affiliate 60 Agreement 1 Officer’s Certificate 6 Bxxx Estimated Net Working Capital Xxxxxx 0 XXX 00 XXXX 00 XXXX 00 Final Determination 46 Final Merger Consideration 3 Final Net Working Capital Amount 61 Financial Statements 16 Financing Sources 58 Foreign Person 62 Former Equityholder 71 GAAP 62 Governing Documents 62 Government Bid 62 Government Contract 62 Governmental Customer 62 Governmental Entity 62 Grant Date 16 Hazardous Materials 63 HSR Act 15 Indebtedness 63 Indemnitee 47 Indemnitor 47 Indemnity Escrow Amount 10 Initial Report 86 Intellectual Property 63 IRS 23 K&E 9 Latest Balance Sheet 16 Law 63 Leased Real Property 63 Lenders 58 Letter of Sale Transmittal 4 Liens 63 Litigation Condition 48 Losses 64 Material Adverse Effect 64 Merger 1 Merger Consideration 2 Other Mortgage Loans Merger Sub 1 Certificate Administrator Mini-Basket 43 Net Working Capital 64 NISPOM 65 Non-Recourse Party 65 Objections Statement 8 Obligations 59 Option Plan 65 Optionholder 5 Options 4 Ordinary Course of Business 65 Outside Date 53 Owned Intellectual Property 21 Parent 1 Pooling Servicing Paying Agent 4 Paying Agent Agreement 1 Certificate Purchase Agreement 1 4 Per Share Portion 4 Permits 24 Permitted Liens 65 Person 66 Plan 66 Pre-Closing Tax Period 66 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Statement 7 Proceeding 79 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian Purchaser Fundamental Representations 66 Purchaser Parties 44 Purchaser’s Representatives 35 Rebuttal Report 86 Release 66 Representative Account 6 Representative Expenses 6 Representative Holdback Amount 6 Residual Percentage 66 Schedule 13 Seller Parties 44 Senior Common Stock 2 Stockholder 4 Stockholder Approval 12 Stockholder Representative 1 Seller Subsidiary 67 Successor Equityholder 71 Surviving Corporation 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Surviving Corporation By-Laws 6 Surviving Corporation Charter 6 Target Net Working Capital Amount 67 Tax 67 Tax Returns 67 Teaming Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 25 Transaction Documents 67 Transaction Expense Statement 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Transaction Expenses 67 Transaction Tax Deductions 68 Transfer Taxes 57 Valuation Firm 68 Working Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Escrow Amount 9

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 24 26 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 18 Purchaser 1 Cure Request 15 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Seller Defeasance Rights and Obligations 10 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 19 21 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 16 UCC 5 Material Document Defect 15 16 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14November 26, 20112013, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October December 1, 2011 2013, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacityRialto Capital Advisors, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National AssociationLLC, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as trust advisor (the “Trust Advisor”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate AdvisorsXxxxx Fargo Bank, Inc.National Association, as trust advisor certificate administrator (in such capacity, the “Trust AdvisorCertificate Administrator”), certificate registrar, authenticating agent and custodian (in such capacity, the “Custodian”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2013-C13, Commercial Mortgage Pass-Through Certificates, Series 20112013-C3 C13 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A­-1, Class A-2A­-2, Class A-3A­-SB, Class A-­3, Class A­-4, Class X-­A, Class A­-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated and CIBC World Markets Corp. (in such capacity, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class CX-­C, Class D, Class E, Class F, Class G, Class H, H and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Xxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2November 18, 2011 2013 (as supplemented by the preliminary private placement memorandum supplement, dated November 25, 2013, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Rent 9 Annual Fixed Rent 2 B Base Operating Expenses per Square Foot of Rentable Floor Area 2 Base Taxes per Square Foot of Rentable Floor Area 2 Broker 3 Building 3 Business Day 32 C Contiguous Space 4 D Design Allowance 2 E Estimated Term Commencement Date 1 Affected Loan(s) 17 MOU 24 Agreement Examiner 12 Extension Term 6 F Fair Market Rent 7 Financing Party 33 Force Majeure 13 G Generator 35 Generator Rent 36 Ground Installation Area 35 Ground License 35 Guarantor 26, 37 H Hazardous Substances 15 Hours of Operation 14 I Improvement Allowance 2 Indemnitees 16 Insolvency Laws 35 Landlord 1, 27 Landlord's Operating Expenses 9 Landlord's Taxes 10 Landlord's Address 1 Officer’s Certificate 6 Bxxx Lease Assignment 34 Lease Year 2 Letter of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Credit Security Deposit 31 Letter of Credit Terms and Conditions 30 M Major Work Delivery Date 2 Prospectus Supplement Massachusetts Mutual 34 O Outside Date 6 Outside Restoration Date 21 P Permitted Transfer 18 Permitted Uses 3 persons acting under Tenant 32 persons claiming under Tenant 32 Premises 3 Premises Address 1 Collateral Information Public Liability Insurance 3 R Rent 9 Public Certificates Rent Commencement Date 2 Rent Payments Address 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Rentable Floor Area of Xxxxxxxx 0 Xxxxxxxx Xxxxx Xxxx of Premises 3 S Security Deposit 3 Subordination Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 34 Substantial Completion Date 6 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October T Tenant 1, 2011 between Purchaser27 Tenant Indemnitees 16 Tenant Work 19 Tenant's Authorized Representative 3 Tenant's Original Address 1 Tenant's Plan Delivery Date 1 Term Commencement Date 1, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan 6 Term Expiration Date 1 Transferees 18 Transfers 18 3 TABLE OF CONTENTS 000 XXXXX XXXXXX 1 Mac-Gray Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011Delaware corporation, as supplemented by a Prospectus Supplement dated September 14Tenant 1 ARTICLE I REFERENCE DATA 1 1.1 Subjects Referred to 1 Lease Year 1 Annual Fixed Rent 2 Monthly Fixed Rent 2 1.2 Exhibits 3 ARTICLE II PREMISES; TERM; RENT 4 2.1 Premises and Exclusions 4 2.2 Appurtenant Rights 5 2.3 Reservations 6 2.4 Term 6 2.5 Annual Fixed Rent 9 2.6 Additional Rent—Operating Expenses and Taxes 9 2.7 Electricity 13 ARTICLE III CONSTRUCTION 13 3.1 Landlord Work 13 3.2 Entry By Tenant Prior to Term Commencement Date 14 ARTICLE IV LANDLORD'S COVENANTS 14 4.1 Landlord's Covenants 14 4.2 Interruption 15 4.3. Insurance 15 4.4 Hazardous Materials 16 ARTICLE V TENANT'S ADDITIONAL COVENANTS 16 5.1 Maintenance and Repair 16 5.2 Use, 2011 (togetherWaste and Nuisance 16 5.3 Compliance with Law 17 5.4 Rules and Regulations 18 5.5 Indemnification and Insurance 18 5.6 Tenant's Property 19 5.7 Entry For Repairs and Inspections 20 5.8 Assignment, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements Subletting 20 5.9 Alterations 21 5.10 Surrender 22 5.12 Personal Property Taxes 22 5.13 Signs 22 ARTICLE VI CASUALTY AND TAKING 23 6.1 Damage By Fire Or Casualty 23 6.2 Condemnation—Eminent Domain 24 6.3 Eminent Domain Award 25 ARTICLE VII DEFAULT 25 7.1 Termination For Default Or Insolvency 25 7.2 Reimbursement of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). Landlord's Expenses 26 7.3 Damages 26 7.4 Mitigation 27 7.5 Claims In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Bankruptcy 27

INDEX OF DEFINED TERMS. 15Ga-1 00 Xxxxx Xxxxxx Xxxxxxxx 1 1st Extension Term 70 00 Xxxxx Xxxxxx Xxxxxxxx 1 20 South Xxxxxx HVAC System 28 2nd Extension Term 70 30 South Xxxxxx Building 1 Additional Exterior Building Signage 64 Additional Insured 37 Additional Rent 10 Adverse Event 70 Affiliates 43 Alterations 33 Amended Support Space Supplement 86 Amortization Rate 17 Antenna Site 83 Antennas 83 Asbestos Delay 59 Audit Claim 21 Audit Notice 19 Mortgage Loans 20 Audit Right 20 Available for leasing 00 Xxxxxxxxx XXXX Xxxx 00 Base Building 4 Base Rent 2 Bathroom Work 88 Billing Address 3 BOMA Standard 2 Brokers 3 Building 1 Affected Loan(s) 17 MOU 24 Agreement Building Standard 7 Building Structure 4 Business Hours 3 Capital Items 13 Claims 42 CME 63 Code 27 Common Areas 4 Comparable Market 73 Construction Allowance 3 Contraction Notice 73 Contraction Payment 73 Contraction Right 73 Contraction Space 73 Cost-Saving Expenses 12 Current Leases 86 Declaration 53 Default 54 Default Rate 58 Delivery Condition 10 Delivery Deadline 9 Design Problem 34 Desk Space User 46 Determination Date 71 Determination Notice 71 Dining Facility 23 Emergency Repairs 61 Enforcement Costs 57 Estimated Additional Rent 18 Exclusive Freight Elevator 7 Execution Date 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Existing 20 South Lease 85 Existing Lease 85 Expenses 11 Expiration Date 2 Prospectus Supplement Extension Option 70 Extension Term 70 Exterior Building Signage 63 Exterior Building Signage Threshold 63 Fair Market Rent 57 First Offer Right 77 Force Majeure 59 Fuels 81 Generator 81 Generator Space 81 Ground Floor Retail Signage 64 Hazardous Materials 25 Holdover 8 HVAC 26 HVAC Connection Work 28 Indemnified Party Notice 44 Initial Construction Allowance 3 Initial Premises 1 Collateral Information 9 Public Certificates Interruption of Landlord Provided Services 31 Interruption Period Estimate 40 Kiosk 85 Land 4 Landlord 1 Crossed Landlord Provided Services 31 Landlord’s Damages 57 Later Tenant Work 86 Lease 1 Leasehold Improvements 5 Lessor 52 Liability Limit 3 Mandated Expenses 12 Market Rent 72 Material Non-monetary Default 69 Maximum Connected Load 27 Mechanical Systems 4 Month 8 Mortgage Loans 16 Purchaser 52 Mortgagee 52 New Lease Date 8 Non-Disturbance Agreement 53 - iv - Non-Fixed Term Storage Space 4 Notice 63 Notice Addresses 3 Notice of Repair or Lack of Service 60 Objection 18 Offer Notice 78 Offer Period 78 Office Space 1 Cure Request 15 Repurchase Request Operator 76 Option Cancellation Notice 79 Outside Offer Date 79 Permitted Sublease 48 Permitted Transferee 47 Plans 33 Premises 1 Primary Use 23 Prime Rate 17 Privileges 76 Prohibited Signage Entity 64 Project 4 Qualified Arbitrator 71 Qualified Audit Arbitrator 22 Reasonable attorneys’ fees 57 Refrigerated Waste Facility 26 Reletting Expenses 58 Relocation Date 5 Remainder Rent 57 Rent 19 Custodian Repair Estimate 40 Repair Estimate Period 40 Repossession Expenses 58 Required Removal Items 8 Reserved Xxxxxxx 00 XXXX Xxxx 00 XXXX Xxxx Availability Date 78 ROFO Area Commencement Date 79 Roof 83 RSF 1 Seller Rules and Regulations 1 Defective Mortgage Loan 16 Seller Defeasance Scheduled Commencement Date 2 Scheduled Term 2 Second Construction Allowance 3 Secured Access Space 1 Secured Access Space Interior Signage 66 Secured Areas 33 Security Deposit 3 Self Help Notice 61 Self Help Rights and Obligations 59 Set Off Notice 62 Standard Services 25 Storage Space 82 Storage Space Agreement 4 Substantial Completion 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 SellerSuperior Lease 52 Supplemental HVAC System 28 Swing Space 75 Swing Space Additional Charges 76 Swing Space Return Date 76 Taking 45 Tank 82 Taxes 10 Telecommunication Services 30 Tenant 1 Tenant Delay 10 Tenant Exclusive Telecom Closets 5 Tenant Provided Services 31 Tenant’s Information 12 Final Memorandum Auditor 20 Tenant’s Personal Property 7 Tenant’s Share 2 Tenant’s Wiring 31 Tenant’s Work 33 Term 8 Third-Party Exterior Building Signage 64 Trading Termination Date 28 Transaction Costs 51 Transfer 46 Unamortized Contraction Cost 73 Untenantable 31 Use 2 USF 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC Visitor’s Center 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Visitor’s Center Signage 65 Voiding Notice 40

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional Securities 15 Additional Unitholder 1 Affected Loan(s) 17 MOU 24 Affiliate 1 Affiliated Institution 1 Agreement 1 Officer’s Approved Sale 38 Board 1 Board Governance Exceptions 2 Business 2 Capital Contributions 2 Certificate 2 Check-the-Box Election 1 Chosen Courts 53 Class A Unit 2 Class A Unpaid Yield 2 Class A Unreturned Capital 2 Class A Yield 2 Class B Unit 2 Class S Unit 2 Class S Unpaid Yield 3 Class S Unreturned Capital 3 Class S Yield 3 Code 3 Company 1 Company Equity Securities 3 Company Interest 3 Confidential Information 56 Contractual Appraisal Rights 49 Court of Chancery 53 Delaware Act 3 Delaware Federal Court 53 Distribution 3 Electing Holder 42 Election Notice 41 Event of Withdrawal 4 Executive 4 Executive Manager 25 Fair Market Value 4 Family Group 37 Fiscal Year 4 Governmental Entity 4 Group of Unitholders 4 Incentive Units 16 Indemnitee 4 Institutional Holder 4 Investor Purchase Agreement 4 Investors 5 Liens 5 Management Co-Invest Units 16 Management Equity Agreement 5 Management Unitholder 5 Manager 5 New Securities 5 Offer Notice 41 Offering Period 41 Officers 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Original Agreement 1 Certificate Purchase Other Business 19 Other Unitholders 35 Permitted Transferees 37 Person 6 Preemptive Rights Holders 41 Pro Rata Portion 43 Proceeding 31 Proportionate Share 41 Public Offering 6 Recapitalization 49 Registration Rights Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements 6 Related Entity 24 Related Institutional Person 6 Relative 24 Remaining Securities 42 Required Interest 6 Rollover Agreements 6 Rollover Investors 7 Sale Notice 35 Sale of the Company 8 Securities 8 Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 8 Seller and Purchaser hereby agree as follows:Representative 40 Side Letter 52 Subject Units 52 Subsidiary 8 Substituted Unitholder 9 TB DF 9 TB DF_Managers 25 TB DFA 9 TB DFA Managers 25 TB DFII 9 TB DFII Managers 25 TB DFII-A 9 TB DFII-A Managers 25 TB Funds 9 TB Managers 25 Transaction Documents 9 Transfer 9 Transferee 9 Transferred 9 Transferring Investor 35 Unit 9 Unit Ledger 15 Unitholder 9 Unvested Class B Units 10

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accounting Firm 12 Actual Balance Sheet 11 Actual Net Working Capital 11 Additional Financial Statements 44 Additional Transaction Bonuses 1 Affected Loan(s) 17 MOU 24 Affiliate 2 Agreement 1 Officer’s Antitrust Division 37 Balance Sheet Date 19 Certificate of Merger 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 14 Closing 47 Closing Date 2 Prospectus Supplement Closing Transaction Bonus Payout Amount 10 Code 2 Company 1 Collateral Information Company Balance Sheet 19 Company Closing Costs 2 Company Common Stock 2 Company Material Adverse Effect 2 Company Preferred Stock 17 Company Securities 13 Company Stock 2 Company Stock Option 9 Public Certificates Company Stock Option Exercise Price 9 Company Subsidiary 2 Company Warrant 2 Company Warrant Exercise Price 9 Confidentiality Agreement 36 Constituent Corporations 6 Covered Parties 40 Covered Party 40 D&T 12 Dataroom 3 Declaration 53 DGCL 1 Crossed Mortgage Loans 16 Purchaser Dissenting Shares 8 Effective Time 3 Employee Plan 27 Environmental Law 3 Environmental Permit 3 ERISA 3 ERISA Affiliate 3 Escrow Agent 14 Escrow Agreement 14 Escrow Amount 14 Escrow Fund 14 Estimated Merger Consideration 11 Estimated Net Working Capital 11 Estimated Per Share Merger Consideration 11 Excess Payment 13 Exchange Act 3 Exchange Agent 14 Exchange Fund 14 Final Statement 13 Financial Statements 19 Financing 33 Financing Commitment 33 FIRPTA Certificate 15 FTC 37 Fully Diluted Basis 3 GAAP 3 Good Faith Deposit 47 Governmental Antitrust Authority 37 Governmental Entity 3 Hazardous Materials 3 HSR Act 3 Indebtedness 4 Intellectual Property 30 Intercompany Indebtedness 4 Interest Factor 4 IRS 4 Judgment 4 knowledge 4 Law 4 Leased Premises 25 Letter of Transmittal 14 Liabilities 4 Lien 4 Material Contracts 27 Merger 1 Cure Request 15 Repurchase Request 19 Custodian Merger Consideration 10 Merger Sub 1 Seller Net Working Capital 11 Notice of Disagreement 12 Oak Hill 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information v Owned Property 25 Parent 1 Parent Closing Costs 4 Payment Shortfall 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum Per Share Merger Consideration 11 Permits 5 Person 5 Proceeding 5 PWC 44 Recipients 13 Requisite Regulatory Approvals 5 SEC 5 Secretary of State 6 Securities 41 Securities Act 5 Special Costs 5 Stock Option Plan 9 Stockholder Approval 5 Stockholder Notice 43 Stockholders 1 Special Servicer Stockholders Agreement 5 Stockholders Representative 1 Indemnification Subsidiary 5 Surveys 26 Surviving Corporation 6 Target Net Working Capital 5 Tax Return 23 Taxes 23 Transaction Bonus Agreements 6 Warrant Agreement 12 Trust 6 Working Capital Adjustment Amount 11 Working Capital Statement 11 Written Consent 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as September 15, 2006, among TravelCenters of September 14America, 2011Inc., between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated Hospitality Properties Trust, a Maryland real estate investment trust (“Parent”), HPT TA Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Oak Hill Capital Partners, L.P., a Delaware limited partnership (“Oak Hill”), solely in its capacity as the representative for the stockholders of October 1, 2011 between Purchaser, the Company as depositor, Wxxxx Fargo Bank, National Association, as master servicer further provided herein (in such capacity, the “Master ServicerStockholders Representative”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Page Affiliate 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale Balance Sheet 1 Balance Sheet Date 2 Other Mortgage Loans Base Claim 28 Basket 28 Business 2 Business Day 2 Buyer 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Buyer Claim 28 Buyer Disclosure Schedule 2 Buyer Indemnified Parties 28 Buyer Required Regulatory Approvals 19 Ceiling 28 CERCLA 2 Claim Notice 29 Closing 9 Closing Consideration 9 Closing Date 2 Prospectus Supplement 10 Code 3 Contract 3 Current Assets 3 Current Liabilities 3 Encumbrances 3 Environmental Laws 3 Environmental Permits 14 FERC 3 Financial Statements 4 GAAP 4 Governmental Authority 4 Hazardous Substances 4 Indemnified Party 29 Indemnifying Party 29 Independent Accounting Firm 4 Intellectual Property 4 Interest 1 Collateral Information 9 Public Certificates Losses 28 Material Adverse Effect 5 Material Contract 16 Material Contracts 6 Material Leases 6 New York Courts 6 Notice Period 29 Operating Agreement 6 Partnership 1 Crossed Mortgage Loans Partnership Agreement 6 Permits 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian Permitted Encumbrances 6 Person 7 Prime Rate 7 Purchase Price 7 Real Property 13 Representatives 7 Seller 1 Seller 1 Defective Mortgage Loan 16 Claim 29 Seller Defeasance Rights and Obligations 10 Dispute 19 Disclosure Schedule 8 Seller Reporting Information 13 Final Judicial Determination 19 Indemnified Parties 29 Seller Required Regulatory Approvals 11 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement Knowledge 8 Software 8 Subsidiary 8 Survival Period 28 Tax 8 Tax Return 8 Taxing Authority 9 Termination Date 26 Third Party Claim 29 Transfer Taxes 9 GENERAL PARTNERSHIP INTEREST PURCHASE AGREEMENT This GENERAL PARTNERSHIP INTEREST PURCHASE AGREEMENT, dated as of December 20, 2007 (this “Agreement”), dated as of September 14is made and entered into by and between TCPL Tuscarora Ltd., 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC a Nevada corporation (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate AdvisorsTC Pipelines Tuscarora LLC, Inc., as trust advisor a Delaware limited partnership (the “Trust AdvisorBuyer”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Accountants’ Due Diligence Report 13 Issuing Entity 1 Agreement 1 Master Servicer 1 Asset Representations Reviewer 1 Mortgage Loan Schedule 2 Assignments 5 Mortgage Loan Seller Sub-Certification 23 BHC Affiliate 29 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 2 Other Mortgage Loans Note 1 Certificate Administrator 1 Pooling Servicing Agreement Mortgagor 1 Certificate Purchase Agreement 1 Preliminary Memorandum MOU 26 Certificate Registrar 1 Operating Advisor 1 Certificates 1 Private Certificates Pooling and Servicing Agreement 1 Closing Date 2 Prospectus Supplement Preliminary Memorandum 1 Collateral Information 9 8 Preliminary Prospectus 1 Covered Party 29 Private Certificates 1 Custodian 1 Prospectus 1 Default Right 29 Public Certificates 1 Crossed Mortgage Loans 16 Defective Loan 14 Purchaser 1 Cure Request 15 Deleted Mortgage Loan 19 Repurchase Request 19 Custodian 20 Depositor 1 Seller 1 Defective Mortgage Loan 16 Dispute 20 Seller Defeasance Rights and Obligations 10 Dispute 19 15Ga-1 Notice 20 Extended Cure Period 17 Seller Reporting Information 13 11 Final Judicial Determination 19 21 Seller Successor Borrower Rights 22 Final Memorandum 1 Seller’s Information 12 Final Memorandum 1 11 General Special Servicer 1 Trustee 1 Indemnification Agreement 12 Trust 11 U.S. Special Resolution Regime 29 Initial Cure Period 17 Underwriters 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14November 8, 20112019, between Mxxxxx Sxxxxxx Starwood Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey the Mortgage Loans to a trust (the “TrustIssuing Entity”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October November 1, 2011 2019, between Purchaser, as depositordepositor (the “Depositor”), Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), as certificate administrator (in such capacity, the “Certificate Administrator”), as custodian (in such capacity, the “Custodian”), as certificate registrar (in such capacity, the “Certificate Registrar”) and as authenticating agent, Midland Loan ServicesLNR Partners, a Division of PNC Bank, National AssociationLLC, as general special servicer (the “General Special Servicer”), U.S. Bank Situs Holdings, LLC, as ILPT Industrial Portfolio special servicer, Wilmington Trust, National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc.Park Bridge Lender Services LLC, as trust operating advisor (in such capacity, the “Trust Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)Purchaser, the Trust Issuing Entity will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc.Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 20112019-C3 L3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC LLC, KeyBanc Capital Markets Inc., Cantor Xxxxxxxxxx & Co. and Mxxxxxx LynchXxxxxxx Xxxxxxxx Shank & Co., PierceLLC, Fxxxxx & Sxxxx Incorporated as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AD, Class X-BF, Class AX-JG, Class B, Class CX-H, Class D, Class E, Class F, Class G, Class H, Class J-RR, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC LLC, KeyBanc Capital Markets Inc., Cantor Xxxxxxxxxx & Co. and Mxxxxxx LynchXxxxxxx Xxxxxxxx Shank & Co., PierceLLC, Fxxxxx & Sxxxx Incorporated as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated September 2November 4, 2011, as supplemented by 2019 (the “Preliminary Prospectus”) and a Prospectus Supplement dated September 14November 13, 2011 2019 (together, the “Prospectus SupplementProspectus”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14November 13, 2011 2019 (the “Final Memorandum”) and a preliminary version thereof dated September 2November 4, 2011 2019 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Term Page Accounting Principles 1 Affected Loan(s) 17 MOU 24 Accounts Receivable 8 Adjustment Amount 12 Adjustment Report 11 Affiliate 1 Agreement 1 Officer’s Certificate 6 Bxxx Antitrust Laws 1 Assignment of Intellectual Property 16 Assumed Contracts 8 Assumed Liabilities 13 Assumed Net Debt 2 Assumed Net Debt Difference 2 Xxxx of Sale 16 Business 2 Other Mortgage Loans Business Day 2 Business Employees 43 Business Intellectual Property 2 Business Real Property 2 Buyer 1 Buyer Indemnitees 39 Buyer Material Adverse Effect 2 CERCLA 3 Closing 15 Closing Balance Sheet 11 Closing Date 15 Closing Date Consideration Calculation Certificate Administrator 10 Closing Payment 10 CNS 34 COBRA 44 Code 2 Confidentiality Agreement 2 Consents 32 Consultant 34 Deductible 40 Disclosure Letter 2 DOJ 30 Employee Plan 3 End Date 38 Environmental Laws 3 Environmental Permits 26 Environmental Representations 39 ERISA 25 Term Page Escrow Agent 17 Escrow Agreement 17 Escrow Amount 10 Estimated Assumed Net Debt 11 Estimated Closing Balance Sheet 10 Expense Notice 42 Expiration Date 39 Facilities 1 Pooling Servicing Financial Effective Time 3 Financial Statements 3 FTC 30 Fundamental Representations 39 GAAP 3 Governmental Authority 3 GPII 1 Greensboro Facility 1 Greensboro Lease Agreements 3 Greensboro Warehouse Facility 1 Hazardous Substances 3 HSR Act 4 Improvements 23 Indebtedness 4 Indemnified Party 41 Indemnifying Party 41 Independent Auditors 12 Initial Phase-out Period 46 Instrument of Assumption 16 Intellectual Property Rights 4 Interim Financial Statements 3 Inventory 4 IRS 4 Knowledge of Sellers 4 Labels Company 1 Law 4 Lease Agreements 22 Leased Real Property 4 Lien 5 Losses 39 Material Adverse Effect 5 Material Contracts 20 Most Recent Balance Sheet Date 5 NFA 34 Non-competition Agreement 16 Xxxxxxx Deed 16 Xxxxxxx Facility 1 Xxxxxxx Remediation 35 Xxxxxxx Remediation Expenses 5 Notice of Claim 41 OAC 34 ORC 34 Order 5 Ordinary Course 6 Owned Real Property 6 Parent 1 Parent Guaranty 51 Party 6 Permits 26 Permitted Exceptions 6 Permitted Xxxxxxx Phase II 34 Person 6 Post-Closing Assumed Net Debt Certificate 11 Pre-Closing Environmental Matters 6 Proceeding 23 Prorated Amounts 11 Proration Adjustment 6 Proration Certificate 11 Purchase Price 10 Purchase Price Allocation Schedule 15 Purchased Assets 8 Remediation Consultant 34 Remediation Standards 34 Retained Assets 9 Retained Liabilities 13 Seller Employee Plans 25 Seller Indemnitees 41 Sellers 1 Settlement Agreement 17 Settlement Date 12 Successor Liability Taxes 26 Taxes 7 Taxing Authority 7 Transaction Documents 7 Transfer Taxes 14 Transferred Employees 43 Transition Services Agreement 7 Union 14 Vehicles 7 WARN 44 Work Plan 34 Year End Financial Statements 3 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights is made and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement entered into this 1st day of February, 2014, (this “Agreement”)) by and between Graphic Packaging International, dated as of September 14Inc., 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC a Delaware corporation (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementGPII”), to be dated as of October 1Bluegrass Labels Company, 2011 between PurchaserLLC, as depositora Delaware limited liability company (“Labels Company” and, Wxxxx Fargo Bank, National Association, as master servicer (in such capacitytogether with GPII, the “Master ServicerSellers”), custodian MCC-Xxxxxxx, LLC, an Ohio limited liability company (in such capacity“Buyer”) and, solely for the purposes of Section 13.16, Multi-Color Corporation, an Ohio corporation (“CustodianParent”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 DEFINED TERM PAGE DEFINED TERM PAGE ------------- ---- ------------- ---- Administrative Simplification 14 Affiliate 16 Agreement 1 Officer’s Certificate 6 Bxxx 2 Assignment of Sale Leases 3 Assignments of Leases 3 Base Rate 5 Borrower 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Bozeman 2 business day 23 Closing Date 3 Collateral 6 control 16 Corporate Documents 12 Costs 20 Courtyard at the Willows 2 Prospectus Supplement 1 Collateral Information Courtyard Property 2 Debt Coverage Ratio 4 Effective Rental Income 4 Environmental Indemnity 7 Event of Default 19 Exit Fee 6 Expenses 4 Extension Notice 4 Guarantor 7 Guaranty 7 Healthcare Laws 13 HIPAA 13 HIPAA Compliance Date 14 HIPAA Compliance Plan 14 HIPAA Compliant 14 Improvements 2 Indebtedness 19 Indemnitee 21 Interest Rate 0 Xx Xxxx Xxxxxx 0 Xx Xxxx Property 2 Leases 8 Lender 2 Licensee 3 Licensee Leases 3 Licensees 3 Loan 2 Loan Documents 3 Management Contract 9 Public Certificates 1 Crossed Manager 9 Maturity Date 3 Mortgage Loans 3 Mortgages 3 Net Operating Income 4 Note A 2 Note B 2 Notes 2 Operating Agreement 10 Person 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC Port Richie 2 Project 2 Project Yield 4 Properties 2 Property 2 Puyallup 2 Qualified Non-Residential Lease 8 Release Price 7 Repayment Date 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule Replacement Reserve 17 SNDAs 7 Spring Xxxxxxx 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Spring Property 2 Title Policy 8

INDEX OF DEFINED TERMS. 15Ga-1 Defined Terms Page Access Notice 19 Mortgage Loans 57 Acquiror 1 Affected Loan(sAcquiror 401(k) 17 MOU 24 Plan 65 Acquiror Benefit Arrangement 61 Acquiror Fundamental Representations 1 Acquiror Indemnified Parties 74 Acquiror Licensed IP 53 Acquiror Pension Plan 62 Acquiror’s Banker 43 Action 1 Actuary 1 Affiliate 2 Agreement 1 Officer’s Certificate 6 Bxxx Ancillary Agreements 2 Anti-Boycott Regulations 39 Antitrust Laws 30 Applicable Food Safety Laws 40 Assumed Contracts 13 Assumed Liabilities 17 Audited Financial Statements 10 Xxxx of Sale Sale, Assignment and Assumption Agreement 2 Other Mortgage Loans Business 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Business Books and Records 2 Business Day 2 Business Employee 2 Business Financial Statements 31 Business IP 33 Business Leased Real Property 5 Business Owned Real Property 8 Business Pension Participants 2 Business Territory 2 Cash on Hand 2 Closing 23 Closing Adjustment 23 Closing Amount 23 Closing Date 23 Closing Working Capital 26 COBRA 66 Code 2 Prospectus Supplement Defined Terms Page Commonly Controlled Entity 36 Company 1 Collateral Company 401(k) Plans 65 Company Contract 2 Company Indemnified Parties 74 Company IP Agreements 35 Company Pension Plan 3 Company Plan 3 Company Protected Parties 83 Company True-Up Amount 64 Competing Activities 50 Competing Product 3 Confidential Information 47 Confidentiality Agreement 47 Consultation Period 27 Contracts 13 Control 3 Controlling Party 75 Cost Neutral Basis 21 Critical Dividable Contracts 21 Customs Laws 40 Deposit 23 Disclosure Schedule 29 Dividable Contract 34 EAR 39 End Date 73 Environmental Law 3 Environmental Permit 3 Equipment 13 ERISA 3 Escrow Agent 23 Escrow Agreement 23 Estimated Company Pension Plan Transfer Amount 63 Estimated Working Capital 26 Excluded Assets 15 Excluded Liabilities 19 Excluded UPC Codes 3 Facilities 3 FCPA 39 Federal Law of Economic Competition 3 Final Company Transfer Date 64 Final Working Capital 28 Final Working Capital Statement 28 Financial Statements 31 Financing Commitments 43 Financing Sources 3 Form of Working Capital Statement of the Business 11 Former Business Employee 4 Fundamental Representations 4 GAAP 4 Government Antitrust Entity 48 Governmental Entity 4 Governmental Order 4 HSR Act 4 Indebtedness 4 Indemnified Party 75 Indemnifying Party 75 Independent Accounting Firm 28 Initial Company Transfer Amount 63 Initial Working Capital Statement 26 Intellectual Property 4 Inventory 5 IRS 5 Knowledge of the Company 5 Law 5 Leased Real Property 5 Liabilities 5 Lien 6 Losses 6 Marketing Period 6 Material Adverse Effect 7 Materials of Environmental Concern 8 Minority Shareholders 8 Multiemployer Plan 66 Notice of Disagreement 27 Other Dividable Contracts 8 Owned Real Property 8 Parent 1 Parent Shareholder Approval 42 PBGC 36 Pension Plan Transfer Amount 64 Permits 32 Permitted Liens 8 Person 9 Public Certificates Post-Closing Adjustment 29 Post-Closing Consents 49 Post-Closing Dividable Contracts 21 Post-Termination Welfare Plans 65 Pre-Closing Period 44 Pre-Closing Tax Period 9 Product 9 Proposed Transaction 56 Purchase Price 23 Qualifying Shared Asset 9 Real Estate Leases 9 Real Properties 9 Recall 9 Registered IP 33 Related to the Business 9 Release 9 Representative 10 Required Financing Information 10 Retained Employees 10 Review Period 26 Revised Company Pension Plan Transfer Amount 63 Securities Act 43 Seller Licensed IP 53 Share Transfer Documents 12 Shares 1 Crossed Mortgage Loans 16 Purchaser Software 10 Statement of Net Assets 31 Straddle Period 68 Subsidiary 10 Target Working Capital 10 Tax 10 Tax Returns 10 Third Party Claim 75 Third Party Rights 21 Title Company 55 Trademarks 4 Transaction Agreements 11 Transfer Taxes 52 Transferred Assets 12 Transferred Employee 59 Transferred Entities 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information Transferred Entity Contract 11 Transferred Entity Employee 11 Transferred Entity Plan 11 Transferred IP 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Transition Services Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 52 U.S. Economic Sanctions 40 Union Employee 11 Working Capital 11 This PURCHASE AGREEMENT, dated as of October 9, 2013 (this “Agreement”), dated as of September 14is made among DEL MONTE CORPORATION, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeCompany”), and TriMont Real Estate AdvisorsDEL MONTE FOODS CONSUMER PRODUCTS, Inc.INC., as trust advisor a Delaware corporation (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage LoansAcquiror”), and, solely for purposes of Section 11.20, DEL MONTE PACIFIC LIMITED, a corporation established under the Trust will issue to laws of the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 British Virgin Islands (the “CertificatesParent”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 22 Accountant’s Due Diligence Report 25 Affected Loan(s) 17 MOU 24 20 Agreement 1 Officer’s Certificate 6 Authenticating Agent 1 Bxxx of Sale 2 Other Mortgage Loans Certificate Administrator 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum Certificate Registrar 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 11 Crossed Mortgage Loans 16 Purchaser 1 20 Cure Request 15 Repurchase Request 19 18 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 20 Depositor 1 Dispute 19 Seller Reporting Information 13 22 Final Judicial Determination 19 Seller’s Information 12 23 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 14 Initial Purchasers 1 Trust Advisor 1 Loss of Value Payment 19 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 18 Material Document Defect 18 Mortgage File 3, 8, 1 Mortgage Loan Purchase Agreement 1 Mortgage Loan Schedule 2, 1 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 28 MSMCH Lender Successor Borrower Right 23 Operating Advisor 1 Originator 27 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 1 Preliminary Prospectus 1 Private Certificates 1 Prospectus 1 Public Certificates 1 Purchaser 1 Repurchase Request 22 Seller Reporting Information 15 Seller’s Information 14 Servicing Transfer Event 18 Special Servicer 1 Sponsor 27 Trustee 1 UCC 5 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14, 2011[DATE], between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) as described hereinevidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1[DATE], 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association[MASTER SERVICER], as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National AssociationServicer”),[SPECIAL SERVICER], as special servicer (the “Special Servicer”), U.S. Bank National Association[OPERATING ADVISOR], as operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc.[CERTIFICATE ADMINISTRATOR], as trust advisor certificate administrator (the “Trust AdvisorCertificate Administrator”), [CUSTODIAN], as custodian (the “Custodian”), [CERTIFICATE REGISTRAR], as certificate registrar (the “Certificate Registrar”), and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage Loans and Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)) and, in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note, the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 [CERTIFICATE CAPTION] (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 [PUBLICLY OFFERED CLASSES] Certificates (the “Public Certificates”) will Certificates”)will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch[UNDERWRITERS], Pierce, Fxxxxx & Sxxxx Incorporated as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R [PRIVATELY OFFERED CLASSES] Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch[INITIAL PURCHASERS], Pierce, Fxxxxx & Sxxxx Incorporated as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Preliminary Prospectus dated September 2, 2011, as supplemented by [DATE] (the “Preliminary Prospectus”) and a Prospectus Supplement dated September 14, 2011 [DATE] (together, the “Prospectus SupplementProspectus”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2[DATE] (as supplemented by the preliminary private placement memorandum supplement, 2011 (dated [DATE], the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Acceptable Confidentiality Agreement 98 Agreement 1 Officer’s Anti-Corruption Laws 34 Appraisal Withdrawal 11 Appraised Fair Value 11 Benefit Plans 24 Bermuda Companies Act 3 Book-Entry Shares 8 Burdensome Condition 64 business day 98 Capital Stock 98 Capitalization Date 16 Certificate of Merger 4 Certificates 8 Change of Recommendation 55 Class A Common Stock 16 Class B Common Stock 16 Closing 4 Closing Date 4 Common Share 6 Bxxx Common Share Consideration 6 Common Stock 16 Communications Law 98 Company 1 Company Benefit Plans 72 Company Board of Sale 2 Other Mortgage Loans Directors 1 Certificate Administrator Company Board Recommendation 1 Pooling Servicing Company Disclosure Letter 14 Company Equity Awards 12 Company Equity Plan 98 Company Financial Advisor 37 Company Governing Documents 98 Company Indebtedness 76 Company Material Adverse Effect 98 Company Material Contract 28 Company Options 12 Company Permits 34 Company Related Parties 89 Company RSUs 12 Company SEC Documents 21 Company Subsidiary 15 Company Systems 98 Company Termination Fee 98 Company Transaction Related Matters 89 Competing Proposal 98 Competition Law 98 Compliant 98 Confidentiality Agreement 98 Continuing Employees 72 Contracts 98 Covered Persons 69 Curaçao Restructuring 62 D&O Insurance 69 Debt Financing 42 Debt Financing Documents 1 Debt Financing Sources 98 Debt Payoff 79 Dissenting Shares 98 Effect 98 Effective Time 4 Enforceability Exceptions 19 Environmental Law 98 Environmental Permit 98 Equity Commitment Letter 1 Equity Financing 42 Equity Interests 16 Equity Investors 42 Exceptions 48 Exchange Act 21 Exchange Fund 8 Ex-Im Laws 34 Expenses 98 Financial Statements 21 Financing 42 Financing Documents 1 GAAP 21 Government Official 98 Governmental Entity 20 Xxxxxxxxx 00 Xxxxxxxxx 00 v Hazardous Substances 98 Indebtedness 98 Indemnification Agreements 69 Intellectual Property Rights 98 Intervening Event 98 knowledge 98 Law 98 Legal Proceeding 24 Lender Related Party 89 Liabilities 98 Licensed Company Intellectual Property 98 Lien 98 Marketing Period 98 Merger 1 Merger Application 4 Merger Consideration 6 Merger Sub 1 Merger Sub Common Stock 6 Nasdaq 20 New York Courts 111 Notice Period 55 OFAC 34 Option Consideration 12 Outside Date 98 Owned Company Intellectual Property 98 Parent 1 Parent Disclosure Letter 40 Parent Related Parties 89 Parent Termination Fee 98 Parent Transaction Related Matters 89 Paying Agent 8 Permitted Liens 31 Person 98 Pre-Closing Period 48 Preferred Share 6 Preferred Stock 16 Proxy Statement 37 Xxxxxxxxx 0 Representatives 98 Required Communications Approvals 20 Required Competition Approvals 20 Required Information 79 Requisite Shareholder Approval 98 Sanctioned Country 34 Sanctioned Person 34 Sanctions Laws 34 Xxxxxxxx-Xxxxx Act 21 SEC 14 Securities Act 21 Series A Preferred Share Consideration 6 Series A Preferred Stock 16 Series B Preferred Share Consideration 6 Series B Preferred Stock 16 Shareholder Guarantees 98 Shareholders 1 Shareholders Meeting 62 Shares 6 Significant Subsidiary 98 Software 98 Solvent 46 Special Committee 1 Statutory Merger Agreement 98 Subsidiaries 98 Subsidiary 98 Superior Proposal 98 Surviving Company 3 Systems 98 Takeover Law 38 Tax Return 98 Taxes 98 Termination Fee 98 Trade Control Laws 34 Transaction Litigation 98 Transactions 1 Voting Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Willful Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 98 vi AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 14October 27, 20112019, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC is by and among TV Bidco B.V., a Netherlands private limited liability company (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementParent”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesTV Bermuda Ltd., a Division Bermuda exempted company limited by shares and a wholly-owned subsidiary of PNC Bank, National Association, as special servicer Parent (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeMerger Sub”), and TriMont Real Estate AdvisorsCentral European Media Enterprises Ltd., Inc., as trust advisor a Bermuda exempted company limited by shares (the “Trust AdvisorCompany”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Affiliated Entity 34 Independent Accountant 15 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans Initial Closing Statement 14 Balance Sheet 19 Insurance Policies 24 Balance Sheet Date 19 Interests 1 Certificate Administrator Basket 45 Liabilities 19 Beneficial Owner 1 Pooling Servicing Agreement Loss Determination Date 48 Benefit Plan 25 Material Contracts 21 Buyer 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Note 11 Buyer Indemnitees 43 Patents 5 Closing 11 Payoff Letters 12 Closing Date 2 Prospectus Supplement 11 Permitted Encumbrances 22 Closing Transaction Consideration 10 Proposed Closing Statement 14 Company 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request Qualified Benefit Plan 26 Company Charter Documents 18 Resolution Period 15 Repurchase Request 19 Custodian 1 Copyrights 5 Review Period 15 Direct Claim 47 Section 503 29 Disputed Amounts 15 Security Agreement 11 Domain Names 5 Seller 1 Defective Mortgage Loan 16 E.O. 11246 29 Seller Defeasance Rights and Obligations 10 Dispute Indemnitees 44 Effective Date 1 SLR 12 ERC Denial 38 Special Representations 43 ERC Receipt Date 38 Statement of Objections 15 Estimated Closing Cash 14 Subsidiary 19 Seller Reporting Information 13 Final Judicial Determination Estimated Closing Indebtedness 14 Tax Claim 40 Estimated Closing Working Capital 14 Third-Party Claim 46 Estimated Transaction Expenses 14 Trademarks 5 Financial Statements 19 Seller’s Information 12 Final Memorandum Transaction 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Fundamental Representations 43 Transfer Taxes 39 Indemnified Party 45 Union 28 Indemnifying Party 45 VEVRAA 29 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated as of September 14March 1, 20112024, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC is entered into among Global Esports Properties, LLC, a Delaware limited liability company (“Buyer”), GameSquare Esports (USA), Inc., a Nevada corporation and sole member of the Company (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate AdvisorsGameSquare Holdings, Inc., as trust advisor a corporation formed under the laws of the province of Ontario (the “Trust AdvisorBeneficial Owner”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Action 1 Affected Loan(s) 17 MOU 24 Affiliate 1 Agreement 1 Officer’s Certificate 6 Bxxx of Sale Business Day 1 Claims 18 Control 2 Other Mortgage Loans Cure Notice 22 Cure Period 23 Default Interest Rate 2 Direct G&A Costs 2 Disclosing Party 25 Disputed Item 14 Effective Date 1 Certificate Administrator Emergency 2 Environmental Condition 2 Environmental Law 2 Expert 3 Facilities 3 FERC 3 Fiscal Year 3 Force Majeure 12 Gathering Assets 3 Governmental Entity 3 Indebtedness for Borrowed Money 3 Indemnified Party 18 Indemnifying Party 18 Indemnity Demand 18 KAAC 3 Knowledge 3 Law 3 Material Adverse Effect 3 Natural Gas Liquids Pipelines 3 Natural Gas Pipelines 4 Notice 25 Options 4 Owner 1 Pooling Servicing Agreement Owner Direct-Billed Costs 4 Owner Indemnified Party 18 Parties 1 Certificate Party 1 Performance Breach 22 Performance Breach Notice 22 Permits 4 Person 4 Prime Rate 4 Processing Assets 4 Proposed Support Services Fee 13 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum Restrictive Covenants Agreement 4 Reasonable and Prudent Service Provider 8 Receiving Party 25 Related Party Transaction Policy 4 Required Upgrade 4 Restricted Persons 24 Senior Supervisory Personnel 5 Service Contracts 5 Service Costs 5 Service Provider 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC Service Provider Indemnified Party 18 Services 8 Subsidiary 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Supplemental Service Provider 8 Supplemental Service Providers 8 Support Services Fee 5 System 5 System (Effective Date) 6 Term 6 Third Party 6 Transferred Employees 24 TRRC 6 Unrecoverable Damages 6 CONSTRUCTION, OPERATIONS AND MAINTENANCE AGREEMENT This Construction, Operations and Maintenance Agreement (this “Agreement”), dated ) is effective as of September 14November 9, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto 2018 (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementEffective Date”), to be dated as of October 1by and between Apache Corporation, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer a Delaware corporation (in such capacity, the “Master ServicerService Provider”), custodian on the one hand, and Altus Midstream Company (in such capacityf/k/a Xxxxx Xxxxxxxx Acquisition Corp.), the a Delaware corporation (as “CustodianOwner”), certificate administrator (in such capacity, on the other hand. Each of Service Provider and Owner is sometimes referred to herein individually as a “Party” and collectively as the “Certificate AdministratorParties.”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 DEFINED TERMS PAGE ------------- ---- Abatement Event 11 Abatement Notice 19 Mortgage Loans 11 Additional Rent 2 Adjustment Dates 6 Alterations 9 Applicant Exhibit F Approved Working Drawings Exhibit D Architect Exhibit D Base, Shell and Core Exhibit D Basic Rental 1 Affected Loan(sBeneficiary Exhibit F Brokers 1 Claims 12 Code Exhibit D Commencement Date 1 Construction Drawings Exhibit D Contractor Exhibit D Cosmetic Alterations 10 Damage Repair Estimate 16 Direct Costs 2 Eligibility Period 11 Engineers Exhibit D Environmental Laws 23 Estimate 4 Estimate Statement 4 Estimated Direct Costs 4 Event of Default 18 Existing Security Deposit 5 Expiration Date 1 Final Space Plan Exhibit D Final Working Drawings Exhibit D Force Majeure 22 Hazardous Material 23 HVAC System 11 Improvement Allowance Exhibit D Improvement Allowance Items Exhibit D Improvements 1 Landlord 1 Landlord Coordination Fee Exhibit D Lease 1 Lease Year 2 Letter of Credit 6 Operating Costs 3 Parking Passes 1 Permits Exhibit D Permitted Use 1 Premises 1 Project 1 Real Property 2 Representative 22 Review Period 5 Security Deposit 1 Security Deposit Laws 7 Specifications Exhibit D Square Footage 1 Standard Improvement Package Exhibit D Stated Amount 6 Statement 4 Tax Costs 2 Tenant 1 DEFINED TERMS Page ------------- ---- Tenant Improvements 9 Tenant's Agents Exhibit C Tenant's Proportionate Share 1 Term 1 Transfer 15 Transfer Premium 15 Transferee 15 STANDARD MULTI-TENANT INDUSTRIAL LEASE This Standard Multi-Tenant Industrial Lease ("LEASE") 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights is made and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated entered into as of September 14the 23rd day of February, 20112001, by and between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sellARDEN REALTY FINANCE IV, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesL.L.C., a Division of PNC Bank, National Association, as special servicer Delaware limited liability company (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”"Landlord"), and TriMont Real Estate AdvisorsPATRIOT SCIENTIFIC CORPORATION, Inc.a Delaware corporation ("Tenant"). Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described as Suite No. 10989, as trust advisor designated on the plan attached hereto and incorporated herein as Exhibit "A" (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”"Premises"), of the Trust will issue to the Depositor pass-through certificates to be project ("Project") now known as Mxxxxx Sxxxxxx Capital I Inc.Via Frontera Business Park whose address is 10900 Xxx Xxxxxxxx, Commercial Mortgage Pass-Through CertificatesXxx Xxxxx, Series 2011-C3 (Xxxxxxxxxx 00000 xxr the “Certificates”). The Certificates will be issued pursuant to Term and upon the Pooling terms and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3conditions hereinafter set forth, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC Landlord and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser Tenant hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 24 Closing 13 Acquired Avoidance Actions 4 Closing Date 13 Acquired Leased Real Property 2 Code 83 Acquired Leases 13 Company 1 Acquired Owned Real Property 2 Company Exclusively Licensed Intellectual Property 83 Acquired Subsidiaries 3 Company Licensed Intellectual Property 83 Action 82 Company Owned Intellectual Property 83 Advisors 82 Company SEC Documents 83 Affiliate 82 Consent 83 Agreement 1 Officer’s Certificate Contract 84 Akorn Luxembourg 82 Credit Bid Amount 12 Allocation 71 Credit Bid Portion 12 Allocation Methodology 71 Cure Costs 6 Bxxx Alternative Transaction 82 Dataroom 40 Ancillary Agreement 16 DEA 84 Anti-Corruption Laws 82 Designated Purchaser 77 Anti-Money Laundering Laws 82 DIP Credit Agreement 84 Apportioned Obligations 72 Direction Letter 42 Assigned Contracts 2 Documents 84 Assignment and Assumption Agreement 13 Effect 88 Assignment and Assumption of Sale 2 Other Mortgage Loans Lease 13 Employees 53 Assumed Benefit Plans 7 Encumbrance 84 Assumed Liabilities 6 Enforceability Exceptions 16 Assumed Taxes 82 Environmental Laws 84 Auction 83 Environmental Permits 26 Avoidance Actions 83 Equipment 84 Backup Bidder 44 ERISA 85 Bankruptcy Case 1 Certificate Administrator Exchange Act 85 Bankruptcy Code 1 Pooling Servicing Agreement Excluded Assets 4 Bankruptcy Court 1 Certificate Excluded Bank Accounts 85 Bidding Procedures Motion 43 Excluded Cash 85 Bidding Procedures Order 83 Excluded Confidentiality Arrangements 85 Business Day 83 Excluded Contracts 4 Cash and Cash Equivalents 83 Excluded Liabilities 7 Chosen Courts 79 Excluded Subsidiaries 5 94 Express Representations 40 Owned Real Property 19 FDA 85 Parties 1 FDA Ethics Policy 36 Party 1 FDCA 86 Permits 24 Filed SEC Documents 15 Permitted Encumbrances 90 Final Order 85 Person 90 Financing Order 85 Personal Information 90 Foreign Competition Laws 16 Petitions 1 Fraud 85 Post-Closing Tax Period 90 G Reorganization 73 Pre-Closing Tax Period 90 G Reorganization Election 73 Prepetition Obligations 90 GAAP 86 Product 90 Governmental Authorization 86 Product Registrations 91 Governmental Body 86 Projections 62 Hazardous Substance 86 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Price 12 Health Care Laws 86 Purchaser 1 Cure Request HSR Act 87 Purchaser Group 91 Indebtedness 47 Purchaser Plans 54 India Company 87 Registration Information 91 Information Presentation 40 Regulatory Documentation 91 Intellectual Property 87 Release 91 International Trade Laws 87 Retained Privileged Materials 5 Xxxxxxxxx 00 XXX 00 XXXX 88 Safety Notices 36 Knowledge of Sellers 88 Sale Hearing 92 L5 74 Sale Order 92 Law 88 Sanctioned Person 92 Leased Real Property 20 Schedules 15 Repurchase Request 19 Custodian 1 Leasehold Improvements 88 SEC 92 Leases 20 Securities Act 92 Lenders 88 Seller 1 Defective Mortgage Liability 88 Seller FDA Transfer Letters 92 Loan 16 Agreement 88 Seller Defeasance Rights and Obligations 10 Dispute 19 Fundamental Representations 67 Loan Agreement Indebtedness 88 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee Parties 92 Loan Documents 88 Seller Plan 92 LSRP 56 Seller Sufficiency Representations 67 Material Adverse Effect 88 Sellers 1 Material Contract 22 Standstill Agreement 93 Material Customers 34 Straddle Period 93 Material Suppliers 34 Straddle Period Taxes 73 Non-Debtor Subsidiaries 17 Subsidiaries 93 Order 89 Subsidiary 93 Ordinary Course 89 Successful Bidder 44 Outside Back-Up Date 90 Swiss Company 93 Outside Date 69 Swiss Employees 55 Systems 28 95 Tax 93 U.S. Antitrust Laws 93 Tax Elections 73 United States Seller Plan 94 Tax Forms 73 Updated Schedules 60 Tax Return 93 WARN Act 55 Taxes 93 Willful Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass94 Transfer Offer 53 Wind-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage PassDown Adjustment Amount 13 Transfer Taxes 71 Wind-Through Certificates, Series 2011Down Amount 12 Transferred Employees 53 Wind-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Down Budget 94

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 The following terms are first defined in this Agreement on the page referenced below: Affiliate 6 Company Benefit Agreement 16 Agreement 1 Officer’s Certificate Company Benefit Plan 16 Air Emission Requirement 20 Company Employees 34 Arbitrating Accountant 2 Confidential Information 33 Business 1 Confidentiality Agreement 27 Cash Equivalents 2 Control 6 Bxxx of Sale Claim 19 Controlling Party 40 Closing 4 Copyrights 22 Closing Balance Sheet 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Covered Product 35 Closing Date 4 Damages 35 Closing Estimate Payment 3 Deductible 36 Closing Indebtedness 3 Delivery Date 2 Prospectus Supplement COBRA 18 Dispute 2 Code 10 Dispute Notice 2 Commitment Documents 6 Dispute Period 2 Company 1 Collateral Information 9 Public Certificates DOL 17 Employee Benefit Plan 16 Permitted Liens 10 Encumbrances 1 Crossed Mortgage Loans Person 6 Environmental Claim 20 Plant Closing and Mass Layoff Laws 34 Environmental Laws 20 Purchase Price 1 Environmental Permits 20 Purchaser 1 ERISA 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Indemnitees 35 ERISA Affiliate 16 Purchaser Welfare Benefit Plans 34 Escrow Agent 4 Purchaser’s Knowledge 26 Escrow Agreement 4 Release 21 Escrow Amount 4 Resolution Period 2 Extended Coverage Claims 35 Securities Act 6 Financial Statements 9 Seller 1 Defective Mortgage Loan GAAP 2 Seller Benefit Agreement 16 Guaranteed Amount 40 Seller Defeasance Rights and Obligations 10 Dispute 19 Benefit Plan 16 Hazardous Substances 20 Seller Reporting Information 13 Final Judicial Determination 19 Disclosure Schedule 5 HSR Act 5 Seller Group 16 Indemnifiable Claim 32 Seller Indemnitees 38 Indemnified Party 35 Seller’s Information 12 Final Memorandum Knowledge 26 Indemnified Persons 31 Shares 1 Special Servicer Indemnifying Party 35 Software 22 Insurance Policies 23 SpeeCo 1 Indemnification Agreement 12 Trust Intellectual Property 22 Subsidiaries 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Interim Financial Statement Date 9 Tax Return 11 Interim Financial Statements 9 Tax Returns 10 IRS 17 Taxes 10 KPMG 2 Third Party Claim 35 Leased Real Estate 19 Top Ten Customer 23 Liens 10 Trademarks 22 Material Breach 15 UCC Adverse Effect 7 Transaction Documents 5 Material Document Defect Contract 13 Transaction Expenses 4 Non-Controlling Party 40 Voting Company Debt 9 Patents 22 WARN Act 33 Pension Plan 16 Welfare Plan 16 Permits 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Working Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate Land Grant Contract 3 Anti-Corruption Laws 21 Laws 2 Approved Budget and Business Plan 4 Losses 15 Auction 2 New Land 1 Auction Documents 12 Onshore Financing 7 Budget and Business Plan 4 Parties 1 Business Day 2 Party 1 Capital Contribution Conditions Precedent 8 PBOC 2 Capital Contribution Delivery Date 9 Prax 1 Change of Law 21 Prax Capital Contribution Deliverables 10 CHL 1 Prax Project Company Deliverables 6 Bxxx CHL/New Land Capital Contribution Deliverables 10 PRC 1 CHL/New Land Project Company Deliverables 6 Project 4 Confidential Information 16 Project Company 1 Control 20 Project Company Articles of Sale Association 6 Cost Ceiling 3 Project Company Conditions Precedent 4 Funded Auction Deposit 2 Other Mortgage Loans Project Company Delivery Date 5 Funded Pre-Construction Costs 7 Project Company Governmental Approvals 6 Funded Preparation Fee 7 Registered Capital Ceiling 8 HK SPV 1 Certificate Administrator Shaanxi DOC 6 HK SPV Amended and Restated Memorandum and Articles of Association 10 Shareholders’ Agreement 9 Hong Kong 1 Pooling Servicing Subscription Agreement 10 Joint Venture Agreement 5 Target Land 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date Land Acquisition Cost 3 Target Registered Capital 8 Transaction Document 11 Transaction Documents 11 Xi’an LRB 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”)EXHIBIT A JOINT VENTURE AGREEMENT [To Be Attached] Exh. Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described hereinA EXHIBIT B PROJECT COMPANY ARTICLES OF ASSOCIATION [To Be Attached] Exh. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”)B EXHIBIT C SHAREHOLDERS’ AGREEMENT [To Be Attached] Exh. In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”)C EXHIBIT D SHARE SUBSCRIPTION AGREEMENT [To Be Attached] Exh. The Certificates will be issued pursuant to the Pooling and Servicing AgreementD EXHIBIT E HK SPV AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION [To Be Attached] Exh. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing AgreementE EXHIBIT F DEED OF GUARANTEE [To Be Attached] Exh. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 2008 Plan 72 Accounts Receivable 33 Acquisition Proposal 68 Acquisition Subsidiary 1 Affected Loan(s) 17 MOU 24 Action 42 Adjustment Amount 14 Adverse Recommendation Change 67 Affiliate 89 Agents 67 Agreement 1 Officer’s Annual Financial Statements 24 Antitrust Filings 65 Assets 30 Auditor 13 Balance Sheet 25 BIS 56 Business Day 3 Cancellation Agreements 7 Cap 84 Certificate 6 Bxxx of Sale Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 5 Closing 2 Closing Balance Sheet 11 Closing Date 3 Closing Indebtedness 11 Closing Net Taxes Payable 11 Closing Net Working Capital 11 Closing Statement of Indebtedness 11 Code 27 Common Stock 4 Common Stock Exchange Amount 4 Company 1 Company Development Tools 37 Company Entities 46 Company Hardware Products 37 Company Indemnified Person 18 Company Indemnified Persons 18 Company Intellectual Property 36 Company Intellectual Property Agreement 36 Company Material Adverse Effect 63 Company Options 5 Company Organizational Documents 20 Company Recommendation 66 Company Software Products 37 Company Subsidiary Securities 22 i Company Transaction Expenses 17 Company Warrants 6 Confidentiality Agreement 64 Contract 35 Contracts 35 Covered Employees 72 Current Assets 9 Current Liabilities 10 DDTC 56 Defense Notice 81 Determination Date 13 DGCL 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request DISC Subsidiary 29 Dissenting Shares 5 Effective Time 2 Environmental Claim 48 Environmental Law 47 Environmental Property 46 ERISA Affiliates 50 Escrow Account 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations Escrow Agreement 6 Escrow Amount 3 Estimated Closing Net Working Capital 10 Dispute 19 Seller Reporting Information Estimated Company Transaction Expenses 17 Estimated Excess Net Taxes Payable 11 Estimated Indebtedness 10 Estimated Net Taxes Payable 10 Estimated Working Capital Adjustment Amount 11 Exchange Agent 8 Exchange Agent Agreement 8 Exchange Fund 8 Final Closing Indebtedness 13 Final Judicial Determination Closing Net Taxes Payable 13 Final Closing Net Working Capital 13 Final Excess Net Taxes Payable 13 Financial Statements 24 GAAP 11 Good Faith Statement 10 Government 7 Government Contracts 57 Governmental Authorization 45 Hazardous Materials 47 HSR Act 65 Income Tax 30 Indebtedness 15 Indebtedness Adjustment Amount 14 Indemnification Threshold 84 Indemnified Losses 78 Indemnified Party 81 Indemnifying Party 81 Information Statement 76 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 36 Interim Financials 25 IRS 7 ITAR 56 Law 45 Leased Real Property 31 Letter of Transmittal 1 Licensed Company Intellectual Property 36 Liens 22 Losses 78 Merger 1 Merger Consideration 3 Net Taxes Payable 10 Net Taxes Payable Adjustment Amount 14 Net Working Capital 9 Non-Competition Agreements 2 Non-Qualified Deferred Compensation Plans 15 Non-U.S. Benefit Plan 51 OFAC 56 off-balance sheet arrangements 25 Option Cancellation Agreements 5 Option Replacement Payments 17 Order 42 Ordinary Course of Business 26 Owned Company Intellectual Property 36 Parent 1 Parent Indemnified Persons 78 Parties 1 Party 1 Payment Event 90 Percentage 79 Permits 45 Person 89 Plan 51 Plans 51 Pre-Closing Period Income Tax Returns 76 Pre-Closing Tax Period 76 Pre-Closing Taxes 79 Pre-Closing Transaction Deductions 77 Property 30 Public Software 37 Real Property Leases 31 Release 47 Remaining Escrow Amount 16 Representative 18 Representative Expenses 19 Seller’s Representative Holdback 16 Requisite Stockholder Approval 24 Restricted Share 6 Restricted Share Purchase Agreements 23 Scheduled Company Intellectual Property 38 Scheduled Indemnity Matters 79 Scheduled Indemnity Matters Confidential Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the 83 Securities Act 25 Securityholders 14 Securityholders Indemnified Persons 81 Share 22 Shares 22 Software 38 Spreadsheet 69 Statement 7 Stockholders 1 Straddle Period 76 Straddle Period Income Tax Returns 76 Subsidiary 22 Superior Proposal 69 Surviving Company 2 Surviving Company Organizational Documents 17 Tail Policy 18 Takeover Statute 58 Target Net Taxes Payable 11 Target Net Working Capital 11 Tax 30 Tax Assets 10 Tax Liabilities 10 Tax Return 30 Tax Returns 30 Taxes 29 Termination Fee 89 Third Party 69 Third Party Intellectual Property Agreement 37 Third Party Subleases 31 Third Person 81 Third Person Claim 82 Trade Secrets 36 Transaction Documents 63 Underfunded Liabilities 15 Working Capital Adjustment Amount 14 TABLE OF CONTENTS Table of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) Contents Page ARTICLE 1 THE MERGER 2 1.1 Merger and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration Effect of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Merger 2 1.2 Method of Effecting Merger; Closing 2 1.3 Conversion of Acquisition Subsidiary Capital Stock 3 1.4 Merger Consideration 3 1.5 Effect on Shares 4 1.6 Stockholders’ Rights upon Merger 5

INDEX OF DEFINED TERMS. 15Ga-1 Notice Accounting Fees 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 24 Acquired Avoidance Actions 4 Acquired Insurance Assets 3 Acquired Intellectual Property 3 Acquired Lease 2 Acquired Leased Real Property 2 Acquired Software 31 Agreement 1 Officer’s Certificate Agreement Dispute 74 Allocation 67 Allocation Methodology 67 Assigned Contracts 2 Assignment and Assumption Agreement 15 Assumed Cure Costs 6 Bxxx of Sale 2 Other Mortgage Loans Assumed Current Liabilities 6 Assumed Liabilities 6 Assumed Rebate Liability 6 Avoidance Actions 4 Backup Bidder 42 Bankruptcy Cases 1 Certificate Administrator Bankruptcy Code 1 Pooling Servicing Agreement Bankruptcy Court 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Bankruptcy Court Milestones 40 Breakup Fee 66 Business Confidential Information 59 Business Data 32 Business Insurance Policies 36 Cash Payment 13 Chosen Courts 74 Closing 15 Closing Date 15 Closing Date Payment 13 Closing Working Capital Statement 17 Commercial Interco Contracts 2 Prospectus Supplement Cure Costs 6, 7, 79 Dataroom 38 Deposit 14 Designated Purchaser 71 Disputed Amounts 18 EIC 12 Elixir 1 Collateral Employee Benefit Plan 80 Enforceability Exceptions 22 Environmental Permits 29 Escrow Account 13 Estimated Closing Working Capital 17 Estimated Closing Working Capital Statement 17 Excluded Assets 4 Excluded Contracts 4 Excluded Cure Costs 7 Excluded Insurance Assets 3 Excluded Insurance Policies 3 Excluded Liabilities 7 Excluded Rebate Liability 8 Expense Reimbursement 66 Express Representations 37 FDI 22 Filed SEC Documents 21 Final Deposit 13 Financial Statements 23 Financing 77 Financing Sources 76 Foreign Competition Laws 22 Fundamental Representations 63 Guaranteed Obligations 57 Guarantor 1 Guggenheim Securities 36 Indebtedness 43 Independent Accountant 18 Information 9 Public Certificates Presentation 38 Initial Deposit 13 Leased Real Property 24 Material Contract 25 Mental Impressions 60 Non-Recourse Person 72 Outside Date 64 Owned Real Property 2 Parties 1 Crossed Mortgage Loans 16 Party 1 PCI Requirements 32 Permits 28 Permitted Purposes 59 Petition Date 1 PHI 61 Pre-Closing Matters 54 Privacy Agreements 32 Privacy and Information Security Policies 32 Privacy Laws 32 processing 32 Projections 57 Purchase Price 12 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian Purchaser Adjustment Amount 20 Purchaser Plans 48 RAD 22 Registered Trademarks 29 Registration Office 29 Rejection Contracts 10 Resolution Period 18 Retained Privileged Materials 5 Review Period 18 ROI Amendment 2 Schedule 21 Scheduled Employees 47 Schedules 21 Second Deposit 13 Security Breach 33 Seller 1 Seller Sufficiency Representations 63 Seller Support Obligations 55 Sellers 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as Sellers’ Insurance Policies 54 Significant Customer 27 Significant Supplier 27 Statement of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Objections 18 Successful Bidder 42 Third Party Assurances 55 Transaction Source Code 30 Transfer Offer 47 Transfer Taxes 67 Transferred Employees 48 Viruses 31 WARN 36

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Additional License Agreements 1 Affected Loan(s) 17 MOU 24 Adverse Claim 1 Affiliate 1 Agreement 1 Officer’s Certificate 6 Bxxx Xxxx of Sale 10 Business Day 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 9 Collaboration Receivable Amount 2 Prospectus Supplement Consent 2 Contract 2 Control 2 Counterparties 2 Counterparty 2 Credit Risk 8 Defense Conditions 29 FDA 2 Fundamental Representations 2 Governmental Entity 2 Indemnifying Party 28 Intellectual Property 2 Judgment 3 Knowledge of Seller 3 Known to Seller 3 Law 3 Licensed Know-How 3 Licensee 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Licensee Agreements 3 Losses 28 Modification 19 Net Sales 3 New Arrangement 21 Nonassignable Assets 8 Notice and Acknowledgment Letter 10 Outstanding Litigation 3 Party Merger 21 Patent 3 Permitted Adverse Claim 4 Person 4 Proceeds 4 Product 4 Product Agreements 4 Product Related IP 4 Purchase Price 7 Purchased Receivables 4 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian Purchaser Indemnified Party 28 Purchaser Material Adverse Effect 4 Royalties 4 Royalty Payment 4 Royalty Reports 5 Self-commercialization Event 22 Seller 1 Seller Field 5 Seller Material Adverse Effect 5 Seller Parent 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum Parties 1 Special Servicer 1 Indemnification Sublicense Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement Subsidiary 5 Third Party Claim 28 Transaction Documents 5 XXX 0 Xxxxxx Xxxxxx 5 Upfront Payment 6 Wrongful Termination 21 THIS ROYALTY PURCHASE AGREEMENT (this “Agreement”) dated December 17, 2020 by and between EYEPOINT PHARMACEUTICALS, INC., a Delaware corporation (the “Seller Parent”), dated as of September 14EYEPOINT PHARMACEUTICALS US, 2011INC., between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC a Delaware corporation (the “Seller” and, together with the Seller Parent, the “Seller Parties”) ), and Mxxxxx Sxxxxxx Capital I Inc. SWK FUNDING LLC, a Delaware limited liability company (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Page Acceleration Event 1 Affected Loan(s) Acceleration Issuance 27 Acceleration Issuance Number 2 Accountant 26 Accounting Principles 2 Accrued Expenses 2 Acquired Assets 17 MOU 24 Acquired Contracts 17 Acquired Intellectual Property 17 Acquired Lease 2 Acquired Leased Real Property 17 Acquired Subsidiaries 17 Acquired Subsidiary Equity 17 Acquiring Affiliates 73 Acquisition Transaction 33 Additional Service 77 Adjustment Amount 2 Affiliate 2 Aggregate Liability Cap 89 Agreement 1 Officer’s Certificate 6 Bxxx of Sale Alternative Proposal 61 Applicable Discount Rate 2 Other Mortgage Loans Assumed Consulting Agreement 18 Assumed Employment Agreements 18 Assumed Liabilities 20 BGC Holdings 1 Certificate Administrator BGC US 1 Pooling Servicing Agreement Xxxx 16 Business 2 Business Consultant 3 Business Day 3 Business Employee 3 Business Financial Information 38 Business Marks 72 Business Material Adverse Effect 3 Business Revenue 4 Cantor 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Cantor Group 4 Cap 88 Claim Notice 86 Cleanup 4 Clearing Affiliate 4 Closing 21 Closing Date 21 Closing Date Statement 4 Closing Purchase Price 22 COBRA Obligations 69 Code 4 Commissions Receivables 5 Competing Business 5 Competitive Technology 60 Consents 52 Consulting Agreement 39 Continuing Business Employees 67 Contract 5 Current Market Capitalization 5 Current Market Price 5 Damages 5 De Minimis Claims 88 Deferred Revenues 5 Dilutive Issuance 5 Disclosure Letters 6 Disposition Transaction 32 Disputed Line Items 24 Divestiture Period 63 DTV 6 Due Date 6 Earn-Out Date 6 Earn-Out Issuance 25 Earn-Out Number 27 Earn-Out Statement 26 Earn-Out Statement Deadline 26 ELX Technology Contract 6 Employment Agreement 39 Enforceability Exceptions 37 Environmental Claim 6 Environmental Laws 6 ERISA 6 ERISA Affiliate 10 Estimated Adjustment Amount 22 Estimated Closing Date Statement 6 Exchange Act 7 Excluded Assets 18 Excluded Liabilities 19 Excluded Taxes 7 Ex-Date 7 Federal Funds Rate 7 Final Allocation 21 FIRPTA Certificate 22 First Off-The-Run 7 First Quarter End Date 7 Four Week ADTV 7 Fully Electronic 7 GAAP 8 Governmental Authority 8 Governmental Order 8 Hazardous Materials 8 HSR Act 59 Indebtedness 8 Indemnified Parties 85 Indemnifying Party 86 Indemnity Payments 90 Information Technology 8 Initial Allocation 20 Initial Earn-Out Number 8 Intellectual Property 8 IRS 8 Key Kleos Customers 45 Key MDDF Customers 45 Key MDV Customers 45 Key UST Customers 45 Kleos Business 3 Kleos Entities 17 Knowledge 9 Law 9 Leased Real Property 9 Leases 9 Liability 9 License Agreement 9 Licensed Intellectual Property 9 Licensed Software 75 Lien 9 Lock-Up Securities 32 Market Data Direct Feed Business 2 Prospectus Supplement Market Data Vendor Business 2 Marks 9 Material Customers 45 Measurement Period 9 New Issuance 12 Non-Dilutive Cash Distribution 10 Non-Dilutive Extraordinary Dividend 10 Non-Disclosure Agreement 58 Ordinary Course 54 Ordinary Dividend 10 Outside Date 83 Ownership Limitation 33 Parent 1 Collateral Information 9 Public Certificates Parent Benefit Plan 10 Parent Group 11 Parent SEC Documents 11 Parties 1 Crossed Mortgage Loans 16 Party 1 Patent License 71 Patents 11 Percentage Amount 34 Permits 11 Permitted Issuance 11 Permitted Lien 11 Person 12 Potentially Disruptive Sale Transaction 34 Pre-Closing Tax Period 12 Prepaid Expenses 12 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian Purchaser 401(k) Plan 68 Purchaser Consents 52 Purchaser Disclosure Letter 12 Purchaser Equity Plans 12 Purchaser Excluded Items 89 Purchaser Financial Statements 53 Purchaser Indemnified Parties 85 Purchaser Material Adverse Effect 12 Purchaser Preferred Stock 51 Purchaser SEC Documents 12 Purchaser Shares 51 Purchaser Tax Indemnitees 79 Purchaser Transaction Expenses 12 Qualified Plan 40 Recently Announced or Issued or Re-Opened 12 Reference Price 13 Reference Property 31 Reference Statement 38 Registration Rights Agreement 13 Regulatory Agreement 13 Related Agreements 13 Release 13 Retained Claim 13 Revised Adjustment Amount 23 SEC 13 Securities Act 49 Seller 1 Seller 401(k) Plan 68 Seller Consents 37 Seller Disclosure Letter 13 Seller Excluded Items 88 Seller Indemnified Parties 85 Seller Tax Indemnitees 79 Seller Transaction Expenses 14 x Sellers 1 Defective Mortgage Loan Services Agreement 14 Share Issuance Limitation 33 Shared Contract 65 Shared Intellectual Property 14 Shared Intellectual Property License 70 Shared Patents 14 Software 14 Software License 75 Specified Taxes 79 Standalone Transactions 14 Stock Issuance Reference Price 14 Straddle Period 14 Subsidiary 14 Substituted Guarantees 76 Tangible Personal Property 15 Target Revenue 15 Target Revenue Fraction 15 Tax Item 15 Tax Proceeding 15 Tax Return 15 Taxes 15 Third Party Claim 86 Threshold 88 TIPS 16 Seller Defeasance Rights Transfer Taxes 15 Treasury Regulations 16 TSA Entities 17 U.S. Treasury Securities 16 UST Business 2 WARN Act 42 Yearly Net Income 10 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this "Agreement") is entered into as of April 1, 2013, by and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement among BGC PARTNERS, INC., a Delaware corporation (“Agreement”"Parent"), dated as of September 14BGC HOLDINGS, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesL.P., a Division of PNC Bank, National Association, as special servicer Delaware limited partnership (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”"BGC Holdings"), and TriMont Real Estate AdvisorsBGC PARTNERS, Inc.L.P., as trust advisor a Delaware limited partnership (the “Trust Advisor”). In exchange for the Mortgage Loans "BGC US" and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”)together with Parent and BGC Holdings, the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.collectively, Commercial Mortgage Pass-Through Certificates"Sellers," and each individually, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”a "Seller"), and the Class X-ATHE NASDAQ OMX GROUP, Class X-BINC., Class A-Ja Delaware corporation ("Purchaser") (Sellers, Class Btogether with Purchaser, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacitycollectively, the “Initial Purchasers”) pursuant "Parties," and each, individually, a "Party"), and, solely for purposes of Sections 3.8(e), 3.8(f), 3.8(g), Article IV (to the extent referenced therein), Sections 6.6, 6.7, 6.11, 6.12, 6.13, 8.3, 9.2 and Article XI, Cantor Xxxxxxxxxx, X.X., a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 Delaware limited partnership (the “Certificate Purchase Agreement”"Cantor"). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized following capitalized terms used herein but not defined herein shall have the respective meanings assigned given to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as respective pages of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements this Agreement set forth opposite each of the capitalized terms below: Acceptable Confidentiality Agreement 2 Acquisition Proposal 2 Acquisition Transaction 2 Advisor 29 Affiliate 3 Agreement 1 Alternate Debt Financing 72 Alternative Acquisition Agreement 57 Anti-Corruption Laws 4 Antitrust Law 4 Appraisal Withdrawal 22 Audited Company Balance Sheet 4 Bermuda Companies Act 4 Bermuda Merger Agreement 4 Business Day 4 Bye-Laws 28 Capitalization Date 31 Certificate of Merger 21 Certificates 25 Change of Control Offer 69 Charter 28 Chosen Courts 98 Closing 21 Closing Date 21 Code 4 Collective Bargaining Agreement 43 Company 1 Company Board 1 Company Board Recommendation 29 Company Board Recommendation Change 59 Company Common Shares 4 Company Disclosure Letter 28 Company Equity Awards 24 Company Equity Plans 4 Company ESPP 4 Company Intellectual Property 4 Company Material Adverse Effect 5 Company Merger Vote Matters 30 Company Options 6 Company Plans 80 Company Preference Shares 6 Company PSU Consideration 23 Company PSUs 6 Company Registered Intellectual Property 7 Company Related Parties 92 Company RSU Consideration 23 Company RSUs 7 Company SEC Reports 33 Company Securities 32 Company Shareholder Meeting 67 Company Shareholders 7 Company Termination Fee 7 Compliant 7 Computer Systems 39 Confidentiality Agreements 95 Consent 30 Consent Solicitations 68 Continuation Period 79 Continuing Employees 7 Contract 7 Copyrights 9 Credit Agreement 7 Current ESPP Offering Period 81 D&O Insurance 78 Data Rxxx 00 Debt Commitment Letters 49 Debt Financing 49 Debt Tender Offer 68 Debt Tender Offer Documents 68 Debt Tender Offers 68 Dissenting Company Shares 7 Dissenting Shareholder 8 DOJ 8 DTC 26 Echo 8 Effect 5 Effective Time 21 Electronic Delivery 100 Employee Plans 41 eNett 8 Environmental Law 8 Equity Commitment Letters 49 Equity Financing 49 ERISA 8 ERISA Affiliate 41 Exchange Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) 8 Ex-Im Laws 8 Existing Agent 68 Existing Indemnification Agreements 77 Existing Indenture 8 Existing Notes 8 Fee Letter 49 Financing 49 Financing Letters 49 Financing Sources 8 Foreign Employee Plan 42 Fraud 8 FTC 9 GAAP 9 Governmental Authority 9 Guarantees 1 Guarantors 1 Hazardous Substance 9 HSR Act 9 Indebtedness 9 Indemnified Person 77 Intellectual Property 9 Intervening Event 9 IRS 10 Joinder 84 Joinder Date 47 Knowledge 10 Law 10 Lease 37 Leased Real Property 37 Legal Proceeding 10 Legal Restraint 86 Lenders 49 Marketing Period 10 Marks 9 Material Contract 11 Material Customers 11 Maximum Aggregate Liability 13 Maximum Annual Premium 78 Merger 1 Merger Application 21 Merger Sub 1 Merger Sub Shareholder Approval 49 Money Launder Laws 13 New Debt Commitment Letters 72 New Plans 80 No-Shop Period Start Date 56 Notice Period 60 NYSE 13 Old Plans 80 Option Consideration 23 Organizational Documents 13 Other Required Company Filing 65 Owned Company Shares 22 Parent 1 Parent Disclosure Letter 46 Parent Related Parties 91 Parent Termination Fee 90 Party 1 Patents 9 Paying Agent 24 Payment Fund 25 Payoff Amount 68 Payoff Letter 68 PEO Plan 41 Per Share Price 22 Permits 43 Permitted Liens 13 Person 14 Personal Data 14 Privacy Policy 14 Proxy Statement 65 Recent SEC Reports 28 Registered Intellectual Property 14 Rxxxxxxxx 00 Reimbursement Obligations 75 Remedial Actions 64 Representatives 56 Required Amount 50 Required Financial Information 10 Requisite Shareholder Approval 30 Rule 14e-1 69 Sanctions Laws 14 Sxxxxxxx-Xxxxx Act 14 SXX 00 Xxxxxxxxxx Xxx 00 Sierra 14 Software 15 Sublease 37 Subsidiary 15 Superior Proposal 15 Supplemental Indentures 69 Supporting Shareholders 2 Surviving Company 20 Takeover Laws 29 Tax 15 Tax Return 15 Termination Date 87 TIA 69 Transaction Litigation 15 Transactions 1 Uncertificated Shares 25 Voting Agreement 2 WARN 16 Willful and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Material Breach 16

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Page 10.75% Notes 72 10.75% Notes Indenture 72 9.125% Notes 72 9.125% Notes Indenture 72 Acquisition Proposal 72 Action of Divestiture 53 Affiliated Group 72 Agent Expenses 67 Agreement 1 Officer’s Ancillary Agreements 13 Audit 72 Audited Financial Statements 73 Base Consideration 3 Business Day 73 Cash Credit Amount 73 Certificate 6 Bxxx of Sale Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Change of Control and Severance Payments 73 Claim 54 Closing 2 Closing Date 2 Prospectus Supplement Closing Statement 4 Code 73 Company 1 Collateral Company Authorization 17 Company Board 1 Company Bylaws 2 Company Certificate 7 Company Certificate of Incorporation 2 Company Common Stock 5 Company Credit Agreement 59 Company Disclosure Schedule 73 Company Employee Plans 31 Company Holders 3 Company Intellectual Property 73 Company LCs 59 Company Material Adverse Effect 73 Company Option 74 Company Registered Intellectual Property 74 Company Reports 14 Company Restricted Stock 74 Company Services and Products 74 Company Stock Plans 74 Company Stockholders 3 Company Transaction Expenses 74 Company Warrant 74 Confidentiality Agreement 51 Contaminants 25 Contract 74 Copyleft License 74 Copyleft Materials 75 Copyrights 77 Credit Agreement Termination 59 Damages 65 DEA 17 Delaware Law 1 Dissenting Shares 5 DOJ 51 Domain Names 77 Effective Time 2 End Date 63 Environmental Claim 75 Environmental Laws 75 ERISA 31 ERISA Affiliate 31 Escrow Agent 64 Escrow Agreement 61 Escrow Amount 4 Escrow Fund 64 Escrow Period 67 Escrow Release Date 67 Exchange Act 14 False Claims Act 16 FDA 17 Federal Anti-Kickback Statute 16 Final Conversion Schedule 8 Financial Statements 75 Financing 53 FIRPTA Certificate 54 Floating Rate Notes 75 Floating Rate Notes Indenture 75 FTC 51 Fully Diluted Share Number 76 GAAP 76 Government Contract 76 Governmental Authority 76 Governmental Authorization 14 Health Care Company Authorizations 17 Healthcare Entity 21 Hedging Obligations 76 HIPAA 76 Hospital Joint Venture 76 HSR Act 14 Indebtedness 76 Indebtedness Adjustment 77 Indemnified Parties 54 Indemnifying Persons 65 Indentures 59 Information 9 Public Certificates Statement 49 Intellectual Property Contracts 24 Intellectual Property Rights 77 Interim Balance Sheet 78 Interim Balance Sheet Date 78 Interim Financial Statements 78 IRS 78 Knowledge 78 Legal Requirement 78 Lien 78 Managed Practice 79 Material Company Authorizations 17 Material Contracts 40 Materials of Environmental Concern 79 Merger 1 Crossed Mortgage Loans Merger Sub 1 NOLs 30 NRC 20 Open Source License 79 Open Source Materials 79 Owned Real Property 36 Parachute Payment Waiver 58 Parent 1 Parent Indemnified Person 65 Parent Indemnified Persons 65 Parent LCs 59 Patents 77 Paying Agent 7 Payoff Amount 59 Payoff Letter 59 Payors 22 Per Share Escrow Amount 79 Per Share Initial Merger Consideration 80 Per Share Merger Consideration 80 Per Share Stockholders’ Agent Reimbursement Escrow Amount 79 Permit 80 Person 80 PHI 23 Preliminary Conversion Schedule 8 Proportionate Indemnification Share 80 Purchase Price 3 Radiation Safety Laws 20 Redeemed Notes 59 Registered Intellectual Property 80 Regulated Product 80 Related Party 81 Representation Covenants 65 SEC 14 Securities Act 14 Shrink-Wrapped Code 81 Source Code 81 Specified Representations 81 Standard Services Agreements 25 Sxxxx Act 16 Purchaser Stockholders’ Agent 1 Cure Request 15 Repurchase Request 19 Custodian Straddle Period 81 Subsidiary 81 Surviving Corporation 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information Tail Policy 55 Takeover Statute 41 Tax 81 Tax Arbitrator 57 Tax Authority 82 Tax Benefit Adjustment 3 Tax Claim 56 Tax Indemnity 65 Tax Return 82 Taxes 81 Technology 82 Third Party Claim 68 Trade Secrets 77 Trademarks 78 Treasury Regulations 82 Voting Debt 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement WARN Act 35 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated is made and entered into as of September 14November 1, 20112010, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC by and among McKesson Corporation, a Delaware corporation (“SellerParent”) ), Utah Acquisition Corporation, a Delaware corporation and Mxxxxx Sxxxxxx Capital I Inc. a wholly owned subsidiary of Parent (“PurchaserMerger Sub”). Seller agrees to sell, and Purchaser agrees to purchaseUS Oncology Holdings, certain mortgage loans listed on Exhibit 1 hereto Inc., a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeCompany”), and TriMont Real Estate Advisors, Inc.Utah Stockholders’ Agent LLC, as trust advisor Stockholders’ Agent (the “Trust AdvisorStockholders’ Agent”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 2011 Annual Bonuses 52 Acquiror 1 Affected Loan(s) 17 MOU 24 Acquiror Common Stock 3 Acquiror Disclosure Letter 33 Acquiror Plans 51 Acquiror Preferred Stock 6 Acquiror Ratio 61 Acquiror Regulatory Agreement 40 Acquiror Reports 36 Acquiror Starting Price 61 Acquisition Proposal 49 affiliate 32 Agreement 1 Officer’s Average Determination Price 61 Bank Merger 8 Bank Merger Agreement 8 Bank Merger Approvals 58 Business Day 2 Cash Consideration 3 Cash Conversion Number 5 Cash Election 3 Cash Election Number 5 Cash Election Shares 3 CERCLA 29 Certificate 6 Bxxx 4 Certificate of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum Merger 1 Certificates 1 Private Certificates 1 4 Change in Company Recommendation 47 Closing 2 Closing Date 2 Code 1 Company 1 Company Board Approval 24 Company Common Stock 2 Company Contract 26 Company Disclosure Letter 12 Company Employees 22 Company Insiders 56 Company Option 6 Company Preferred Stock 14 Company Recommendation 47 Company Regulatory Agreement 27 Company Reports 17 Company Restricted Stock 7 Company Severance Pay Plan 52 Company Stock Incentive Plans 7 Company Stockholders Meeting 47 Confidentiality Agreement 47 control 32 Covered Employees 51 CRA 32 Derivative Transaction 33 Determination Date 62 DGCL 1 Dissenting Shares 4 Effective Time 1 Election 8 Election Deadline 9 End Date 60 Environmental Laws 29 ERISA 22 ERISA Affiliate 23 Exchange Act 17 Exchange Agent 8 Exchange Agent Agreement 8 Exchange Fund 10 Exchange Ratio 3 FDIC 14 FHLB 14 Final Index Price 62 Form of Election 8 Form S-4 17 Foundation 56 GAAP 12 Governmental Entity 17 Holder 8 Indemnified Parties 53 Index 62 Index Ratio 61 Initial Index Price 62 Insurance Amount 54 IT Assets 30 knowledge 65 Law 16 Letter of Transmittal 10 Liens 15 Loans 30 Material Adverse Effect 12 Materials of Environmental Concern 29 Merger 1 Merger Consideration 3 MHPF 16 NASDAQ 6 Non-Election Shares 3 Notice of Dissenter’s Intent 9 Notice Period 48 Option Consideration 7 OTS 36 Per Share Amount 3 person 65 Plans 22 Proprietary Rights 30 Proxy Statement/Prospectus Supplement 8 Required Company Vote 24 Requisite Regulatory Approvals 57 SEC 17 Section 16 Information 56 Securities Act 17 Shortfall Number 5 Significant Subsidiary 34 Stock Consideration 3 Stock Election 3 Stock Election Shares 3 Subsidiary 13 Superior Proposal 49 Surviving Company 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights Tax 22 Tax Return 22 Taxes 22 Termination Payment 62 willful and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement material breach 62 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of January 20, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 14is entered into by and between People’s United Financial, 2011Inc., between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC a Delaware corporation (“SellerAcquiror”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sellDanvers Bancorp, and Purchaser agrees to purchaseInc., certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Page Accounting Firm 46 Additional Consideration 47 Affiliate 47 Agreement 1 Officer’s Certificate 6 Bxxx Ancillary and Subsidiary Rights for Existing Titles 47 Ancillary and Subsidiary Rights for New Productions 47 Antitrust Laws 33 Base Consideration 48 Business Day 48 Cash 48 Change of Sale Control Payments 48 Closing 4 Closing Balance Sheet 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Cash Consideration 48 Closing Date 4 Closing Transactions 4 Code 19 Collective Bargaining Agreement 12 Company 1 Company Employee 22 Company Plans 32 Confidentiality Agreement 28 Continuing Employee 32 Copyright Termination 48 Disability 48 Page Disclosure Schedules 6 Entertainment Properties 48 Environmental Requirements 21 ERISA 19 ERUSH 9 Escrow Account 4 Escrow Agent 4 Escrow Agreement 4 Escrow Amount 4 Estimated Cash 2 Prospectus Supplement Estimated Indebtedness 2 Estimated Net Working Capital Amount 2 Estimated NWC Adjustment Amount 49 Final Cash Consideration 49 Final NWC Adjustment Amount 49 Financial Statements 8 GAAP 49 Governmental Entity 49 GTCR Advisory Agreement 21 HSR Act 18 Indebtedness 49 Indemnitee 38 Indemnitor 38 Intellectual Property 50 K&E 4 Key Entertainment Properties 50 Latest Balance Sheet 8 Law 50 Leased Real Property 10 Liens 50 Limited Guaranty 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Losses 35 Material Adverse Effect 50 Material Contract 12 Net Working Capital 51 Non-Key Entertainment Properties 51 Non-Recourse Party 51 Objections Statement 3 Ordinary Course of Business 51 Outside Date 41 Participant 20 Permits 20 Permitted Liens 51 Person 52 Plan 19 Plans 19 Pre-Closing Tax Period 42, 44 Preliminary Statement 2 Premium Cap 32 Proposed Allocation 47 Purchase Price 2 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian Purchaser Deductible 35 Purchaser Indemnitee 34 Purchaser Mini-Basket 35 Purchaser Parties 36 Purchaser’s Representatives 28 Representative 52 Schedule 6 Seller 1 Seller Deductible 37 Seller Indemnitee 37 Seller Mini-Basket 37 Seller Parties 36 Seller Schedules 22 Specified Representations 52 Subsidiary 52 Tangible Asset 52 Target Net Working Capital Amount 52 Tax 52 Tax Benefit 39 Tax Controversy 45 Tax Returns 53 Tax Valuation firm 47 Third Party Claim 38 Transaction Expenses 53 Transfer Taxes 45 Units 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Valuation Firm 3

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 2019 PSU 4 Acceptable Confidentiality Agreement 72 Acquisition Proposal 43 Action 20 Affiliate 72 Agreement 1 Officer’s Alternative Financing 57 Anti-Corruption Laws 15 Antitrust Law 47 Applicable Date 16 Australia Credit Facility 72 Bankruptcy and Equity Exception 13 Book-Entry Shares 7 Brookfield Guarantor 1 Business Day 72 Bylaws 11 Cancelled Shares 3 Capital Policy 35 Capitalization Date 11 Certificate 6 Bxxx of Sale Incorporation 11 Certificate of Merger 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 7 CFIUS 73 CFIUS Approval 73 Change of Recommendation 45 Class A Common Stock 11 Class B Common Stock 11 Closing 2 Closing Date 2 Prospectus Supplement Code 21 Common Stock 11 Company 1 Collateral Company Disclosure Letter 10 Company Employees 20 Company Equity Award 73 Company Notice 42 Company Plans 21 Company Related Parties 68 Company Remedial Measure 49 Company Requisite Vote 13 Company Securities 12 Company Stock Plan 73 Company Systems 27 Company Termination Payment 73 Confidentiality Agreements 52 Continuing Employees 53 Contract 18 Contribution Notice 73 control 73 Credit Facility 73 Debt Financing 32 Debt Financing Commitments 32 DGCL 1 Dissenting Shares 9 DOJ 47 DPA 74 Effective Time 2 End Date 65 Environmental Laws 28 Equity Financing 32 Equity Financing Commitment 32 ERISA 20 Exchange Act 14 Exchange Fund 6 Excluded Information 9 Public Certificates 59 Ex-Im Laws 15 Expense Cap 68 Financial Advisor 28 Financial Support Direction 73 Financing 32 Financing Commitments 32 FTC 47 GAAP 74 GIC Guarantor 1 Crossed Mortgage Loans Government Official 74 Governmental Entity 14 Guarantor 1 Hazardous Materials 28 ICCTA 14 Indemnified Parties 54 Infringe 26 Intellectual Property 27 Intervening Event 44 Intervening Event Notice 42 Intervening Event Notice Period 43 IRS 21 Joint Notice 14 knowledge 74 Table of Contents Law 74 Lender Related Party 69 Licenses 14 Liens 24 Marketing Period 74 Material Adverse Effect 75 Material Contract 19 Merger 1 Merger Sub 1 Notice Period 42 Option 4 Other Regulatory Approvals 14 Owned Intellectual Property 27 Owned IP 27 Parent 1 Parent Disclosure Letter 29 Parent Group 46 Parent Guarantee 1 Parent Material Adverse Effect 64 Parent Related Parties 69 Parent Termination Fee 67 Parties 1 Party 1 Paying Agent 6 Pensions Regulator 76 Per Share Merger Consideration 3 Permitted Claims 69 Permitted Liens 24 Person 76 Preferred Stock 11 Proceeding 54 Proxy Statement 26 PSU 4 PwC 74 Recommendation 13 Representatives 39 Required Information 76 Sanctioned Country 16 Purchaser Sanctioned Person 16 Sanctions Laws 16 SEC 16 SEC Reports 16 Securities Act 16 Share 3 Snow Australia Divestiture 47 STB 14 Stock Purchase Plan 5 Stock Unit 4 Stockholders Meeting 45 subsidiaries 76 subsidiary 76 Superior Proposal 43 Surviving Corporation 1 Cure Request Systems 27 Tax Return 25 Taxes 25 Trade Control Laws 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Transaction Documents 76 Transaction Litigation 62 Transaction Related Matters 69 UK Plan 77 WARN Act 23 Willful Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 77 Table of Contents AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER, dated as of July 1, 2019 (this “Agreement”), dated as of September 14is entered into by and among Genesee & Wyoming Inc., 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing AgreementCompany”), to be dated as of October 1DJP XX, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan ServicesLLC, a Division of PNC Bank, National Association, as special servicer Delaware limited liability company (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeParent”), and TriMont Real Estate AdvisorsMKM XXII Corp., Inc.a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, as trust advisor (together with the “Trust Advisor”). In exchange for the Mortgage Loans Company and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacityParent, the “Initial Purchasers”) pursuant to Parties” and each, a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase AgreementParty”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Page 2016 Audited Financial Statements 20 2016 Financials 18 2017 Audited Financial Statements 20 2017 Financials 18 2018 Interim Financials 18 2018 LTCIP Amount 89 A/R Credit Amount 90 Accepting Specified Employee 80 Acquisition Proposal 52 Acquisition Transaction 90 Adjustment Escrow Account Section 1.06 Affiliate 90 Affiliate Agreement 38 Affiliated Group 90 Agreement 6 Agreement Dispute 73 102 Alternative Debt Financing 66 AMAG 51 Ancillary Agreements 90 Approved Release 106 Audited Financial Statements 20 Base Consideration 90 Business Day 90 Cash 90 Cbr Systems 90 CCB 90 CCB Acquisition Agreement 90 Claim Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 87 Closing 9 Closing Cash Consideration 91 Closing Date 2 Prospectus Supplement 1 Collateral 9 Closing Indebtedness Schedule 91 Closing Transactions 9 COBRA 60 Code 32, 91 Commitment Letters 45 Company 6 Company Bylaws 15 Company Certificate of Incorporation 15 Company Copyrights 29 Company Domain Names 29 Company Fundamental Reps 91 Company Intellectual Property 29 Company Marks 29 Company Patents 29 Company Plan 31 Company Registered Intellectual Property 30 Company Used Seller Agreements 55 Confidentiality Agreement 51 Considering Specified Employees 80 Continued Coverage 60 Contract 91 Control 82 Controlling Party 87 Covered Entity 82 Debt Commitment Letter 44 Debt Financing 45 Debt Financing Source Related Parties 91 Debt Financing Sources 44 Deed of Trust Release 13 Deferred Revenue Amount 91 Direct Claim 87 Disallowed Tax Benefit 79 Disclosure Schedules 15 Divestiture Action 63 Employment Agreement Amendment 6 Environmental Laws 91 Equity Commitment Letter 45 Equity Financing 45 ERISA 91 ERISA Affiliate 92 Escrow Agent Section 1.06 Escrow Agreement 13 Escrow Deposit Section 1.06 Estimated Cash 7 Estimated Indebtedness 7 Estimated Net Working Capital Amount 7 Estimated NWC Adjustment Amount 92 Estimated Statement 7 Estimated Transaction Expenses 7 Extension Periods 81 FDA 34 Federal Health Care Programs 35 Final Cash Consideration 92 Final NWC Adjustment Amount 92 Financial Statements 18 Financings 45 FIRPTA Certificate 12 First Extension Period 80 Fixture Lien Termination 13 Fraud 92 FTC 35 GAAP 92 Xxxxxxx 9 Governmental Entity 92 Guarantee 6 Guarantors 6 Hazardous Materials 93 Healthcare Regulatory Laws 93 HSR Act 16 Indebtedness 94 Indemnification Acknowledgment 95 Indemnified Person 59 Indemnifying Party 87 Indemnitee 87 Indemnity Cap 84 Indenture 58 Initial Specified Period 79 Intellectual Property 95 IT Systems 31 Jefferies 13 Knowledge 95 103 Latest Balance Sheet 18 Latest Balance Sheet Date 18 Law 96 Lease Documents 23 Leased Real Property 23 Leases 23 Liens 96 Listed Company Used Seller Agreements 55 Listed Mutual Agreements 56 Losses 96 LTCIP 96 LTCIP Amounts 96 Material Adverse Effect 96 Material Contract 29 Net Working Capital 97 New Debt Commitment Letter 67 Non-Competition Agreement 6 Non-Controlling Party 87 Objections Statement 8 OFAC 37 Official Records 13 Outside Date 68 Owned Real Property 23 Payoff Letters 13 Permitted Liens 98 Person 98 Plans 31 Post-Closing Covenants 83 Pre-Closing Tax 98 Preliminary Statement 7 Privileged Communications 73 Proceeding 99 Protected Company Used Agreements 55 Protected Mutual Agreements 56 Purchased Shares 6 Purchaser 6 Purchaser 401(k) Plan 61 Purchaser Damages Cap 70 Purchaser Fundamental Reps 99 Purchaser HSR Filing 62 Purchaser Indemnitees 83 Purchaser Related Parties 71 Purchaser Related Party 71 Purchaser Tax Return 75 Purchaser Willful Breach 99 Purchaser Willful Breach Claim 70 Purchaser’s Representatives 50 R&W Insurance Policy 99 Recovery Costs 85 Registration Holder 34 Registrations 33 Rejecting Specified Employee 80 Rejecting Specified Employee Questions 82 Related Person 38 Release 12 Required Financial Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 53 Schedule 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Second Extension Period 81 Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14100 Seller 6 Seller 401(k) Plan 61 Seller Fundamental Reps 100, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, 101 Seller and Purchaser hereby agree as follows:HSR Filing 51 Seller Indemnitees 84 Seller Mutual Agreements 56 Seller Notice 56 Seller Plan 31 Seller Recovery Costs 69 Seller Referenced Company Agreements 56 Seller Related Parties 71 Seller Related Party 71 Seller/Company Closing Certificate 12 Services 40 Shares 6 Specified Employee Questions 80 Specified Employees 79 Standalone Tax Return 74 Standard Warranties 40 Subsidiary 100 Target Net Working Capital Amount 100 Tax 100 Tax Claim 77 Tax Refund 78 Tax Returns 101 Termination Fee 69 Third-Party Claim 87 Title Company 101 Title Policy 11 Top Supplier 41 Transaction Expenses 101 Transaction Expenses Schedule 101 Transaction Tax Deductions 102 Transfer Taxes 76 Transferred Employees 60 Transferred Seller Employees 82 Transition Services Agreement 102 104 Unaffiliated Party 73 Unaffiliated Party Suit 73 Unlisted Company Used Seller Agreements 55 Unlisted Mutual Agreements 56 Valuation Firm 8 ARTICLE XIII

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Acquired Assets 5 Acquired Leased Real Property 5 Acquired Owned Real Property 5 Adjustment Escrow Account 11 Adjustment Escrow Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing 11 Adjustment Escrow Amount 11 Agreement 1 Certificate Purchase 4 Allocation 49 Assigned Contracts 5 Assignment and Assumption Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 13 Assumed Liabilities 8 Backup Bidder 28 Xxxxx Xxxxxx 45 Xxxxx Xxxxxx License 45 Bankruptcy Case 4 Bankruptcy Code 4 Bankruptcy Court 4 Business 4 Cash Payment. 11 Chosen Courts 55 Closing 12 Closing Date. 12 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Payment 11 Closing Inventory. 14 Closing Inventory Statement 14 Closing Property Taxes 14 Closing Property Taxes Statement 15 Company 4 Core Equipment 5 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information Costs 8 Customer & Vendor List 34 Dataroom. 27 Deposit 12 Final Memorandum 1 Special Servicer 1 Indemnification Deposit Escrow Account. 12 Deposit Escrow Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach Employees 34 Enforceability Exceptions 17 Engagement Date 16 Equity Commitment Letter 4 Escrow Agent 11 Estimated Inventory 14 Estimated Property Taxes 14 Excluded Assets 6 Excluded Contracts 6 Excluded Liabilities 9 Existing Marks 43 Express Representations 27 Final Inventory 16 Final Property Taxes 16 Financial Statements 18 Foreign Competition Laws 17 Information Presentation 27 IP Assignment Agreement 13 Leased Real Property 18 Leases 18 Multiemployer Plans 23 New Leases 44 Outside Date. 47 Owned Real Property 19 Parties 4 Party 4 Pension Plans 23 Permits 21 Projections. 41 Property Taxes Shortfall Amount 15 UCC 5 Material Document Defect Purchase Price 10 Purchaser 4 Purchaser 401(k) Plan 35 Purchaser Plans 35 Retained Mixed-Use Contract 42 Retained Names and Marks 43 Sale 4 Sale Order 4 Schedules 53 Seller 4 Seller Plans. 23 Shortfall Amount 15 Underwriters 1 Mortgage File 3 Underwriting Successful Bidder 28 Transfer Offer 34 Transfer Taxes 49 Transferred Employees 34 Transferred Mixed-Use Contract 42 Transition Services Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities 13 Updated Schedules 39 Warn Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:36 Welfare Plans 23

INDEX OF DEFINED TERMS. 15Ga-1 Notice Accounting Fees 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 24 Acquired Avoidance Actions 4 Acquired Insurance Assets 3 Acquired Intellectual Property 3 Acquired Lease 2 Acquired Leased Real Property 2 Acquired Software 31 Agreement 1 Officer’s Certificate Agreement Dispute 74 Allocation 68 Allocation Methodology 68 Assigned Contracts 2 Assignment and Assumption Agreement 15 Assumed Cure Costs 6 Bxxx of Sale 2 Other Mortgage Loans Assumed Current Liabilities 6 Assumed Liabilities 6 Assumed Rebate Liability 6 Backup Bidder 42 Bankruptcy Cases 1 Certificate Administrator Bankruptcy Code 1 Pooling Servicing Agreement Bankruptcy Court 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Bankruptcy Court Milestones 40 Breakup Fee 67 Business Confidential Information 59 Business Data 32 Business Insurance Policies 36 Cash Payment 13 Chosen Courts 74 Closing 15 Closing Date 15 Closing Date Payment 13 Closing Working Capital Statement 18 CMS Contracts 13 Commercial Interco Contracts 2 Prospectus Supplement Cure Costs 6, 7, 79 Dataroom 38 Deposit 14 Designated Purchaser 72 Disputed Amounts 18 EIC 12 Elixir 1 Collateral Employee Benefit Plan 80 Enforceability Exceptions 22 Environmental Permits 29 Escrow Account 13 Estimated Closing Working Capital 17 Estimated Closing Working Capital Statement 17 Excluded Assets 4 Excluded Contracts 4 Excluded Cure Costs 7 Excluded Liabilities 7 Excluded Rebate Liability 8 Expense Reimbursement 67 Express Representations 38 FDI 22 Filed SEC Documents 21 Final Deposit 14 Financial Statements 23 Financing 77 Financing Sources 77 Foreign Competition Laws 22 Fundamental Representations 63 Guaranteed Obligations 57 Guarantor 1 Guggenheim Securities 36 Indebtedness 43 Independent Accountant 18 Information 9 Public Certificates Presentation 38 Initial Deposit 13 Leased Real Property 24 Material Contract 25 Mental Impressions 60 Non-Recourse Person 72 Novation Agreement 61 Outside Date 64 Owned Real Property 2 Parties 1 Crossed Mortgage Loans 16 Party 1 PCI Requirements 32 Permits 28 Permitted Purposes 59 Petition Date 1 Pre-Closing Matters 54 Privacy Agreements 32 Privacy and Information Security Policies 32 90 Privacy Laws 32 processing 32 Projections 57 Purchase Price 13 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian Purchaser Adjustment Amount 20 Purchaser Plans 48 RAD 22 Registered Trademarks 29 Registration Office 29 Rejection Contracts 10 Resolution Period 18 Retained Privileged Materials 4 Review Period 18 ROI 2 ROI Agreement 2 Schedule 21 Scheduled Employees 47 Schedules 21 Second Deposit 14 Security Breach 33 Seller 1 Seller Sufficiency Representations 63 Seller Support Obligations 55 Sellers 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as Sellers’ Insurance Policies 54 Significant Customer 27 Significant Supplier 27 Statement of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Objections 18 Successful Bidder 42 Third Party Assurances 55 Transaction Source Code 30 Transfer Offer 47 Transfer Taxes 67 Transferred Employees 48 Viruses 31 WARN 36

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Acquired Assets 1 Affected Loan(s) 17 MOU 24 Effect 46 Acquired Leased Real Property 1 Enforceability Exceptions 11 Acquired Owned Real Property 2 Environmental Liabilities 3 Acquired Real Property 2 Escrow Agent 6 Agreement 1 Officer’s Certificate 6 Bxxx of Sale Excluded Assets 2 Other Mortgage Loans Agreement Dispute 37 Excluded Liabilities 3 Allocation 35 Express Representations 13 Allocation Methodology 35 Financing 14 Allocation Objection Notice 36 FTC 21 Assigned Contracts 2 Fundamental Representations 29 Assignment and Assumption Agreement 7 Independent Accountant 10 Assumed Liabilities 3 Information Presentation 13 Backup Bidder 17 Lenders 14 Bankruptcy Cases 1 Certificate Administrator Non-Recourse Party 37 Bankruptcy Code 1 Pooling Servicing Agreement Outside Date 31 Bankruptcy Court 1 Certificate Parties 1 Bidder Approval Date 15 Party 1 Bidding Procedures Order 1 Petition Date 1 Cash Payment 5 Pro-Rated Amount 30 Chosen Courts 39 Prorations 8 Closing 7 Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates Price 5 Closing Date 7 Purchaser 1 Closing Date 2 Prospectus Supplement 1 Collateral Information Payment 5 Rolling Stock 28 Closing Escrow 7 Schedule 10 Closing Statement 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser Schedules 10 Closing-Related Costs 9 Seller 1 Cure Request 15 Repurchase Request 19 Custodian Costs 3 Seller Broker 14 Dataroom 13 Seller Support Obligations 26 Credit .Agreement 14 Sellers 1 Seller Debtors 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum Successful Bidder 17 Deposit 6 Title Company 7 Designated Purchaser 37 Transfer Taxes 33 Disputed -Amounts 9 Yellow 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:DOJ 21

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accounts Receivable 24 Acquisition Proposal 64 Additional Equity Financing 66 ADK Blocker 1 Affected Loan(s) 17 MOU 24 ADK Blocker Merger Sub 1 ADK Blocker Group 1 ADK Merger Sub 1 ADK Service Provider Class A Shares 12 ADK Service Provider Holdco 1 ADK Service Provider Merger Sub 1 Agreement 1 Officer’s Certificate 6 Bxxx Allocation 68 Alternative Transaction 64 Announcement 8-K 74 Blocker Mergers 1 Business Combination 82 Certificates of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger 4 Class B Units Grant 12 Closing 4 Closing Date 4 Closing Press Release 74 Companies Laws 1 Company 1 Company Benefit Plan 33 Company Disclosure Schedule 20 Company Financials 23 Company IP 29 Company IP Licenses 27 Company Material Contract 25 Company Merger 1 Company Permits 25 Company Real Property Leases 30 Company Registered IP 27 Company Securityholder Representative 1 Company Support Agreement 2 Prospectus Supplement Completion 8-K 74 Consideration Shares 15 Consideration Units 15 Continental 51 control 84 controlled by 84 CRULLCA 2 D&O Indemnitees 72 99 DGCL 1 Collateral Information 9 Public Certificates DLLCA 2 Domestication 1 Crossed Mortgage Loans Earn Out Milestone 14 Earned Earn Out Shares 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights Effective Time 4 Enforceability Exceptions 20 Environmental Permits 34 Equity Incentive Plan 60 Exchange Agreement 8 Excluded Company Matters 80 Excluded Thunder Bridge II Matters 81 Expenses 79 Export and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage PassImport Laws 37 Extension Expenses 55 First Earn Out Milestone 14 First Earn Out Milestone Shares 14 Flow-Through Certificates, Series 2011Tax Item 69 Forfeited Consideration Shares 15 Forfeited Consideration Units 15 Illustrative Merger Consideration Payout Schedule 12 Intended Tax Treatment 68 Interim Balance Sheet 23 Interim Balance Sheet Date 23 Interim Period 52 Insider 51 IPO 82 Letter of Transmittal 13 Lock-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling up Agreement 67 Lock-up Signatories 67 Mergers 1 Merger Consideration Payout Schedule 12 Merger Subs 1 Merger Sub Equity Holder Written Consent 2 Objection Notice 17 OFAC 50 Off-the-Shelf Software 27 Outbound IP License 28 Parent 1 Parties 1 Party 1 Paying and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling Exchange Agent 13 Paying and Servicing Agreement. The Exchange Agent Agreement 13 Phantom Award Agreement 3 Phantom Equity Plan 3 Post-Closing Directors 65 Post-Closing Surviving Pubco Board 65 Prospectus 82 100 Proxy Statement 60 Pubco Owner 14 Pubco Owner’s First Base 14 Pubco Owner’s Second Base 14 Public Certifications 44 Public Stockholders 82 Redemption 60 Registration Statement 60 Related Person 35 Released Claims 82 Reserve Consideration 11 Reviewable Document 63 SEC Reports 44 Second Earn Out Milestone 14 Second Earn Out Milestone Shares 14 Section 409A Plan 34 Service Provider Merger 1 Signing Press Release 74 Sponsor Letter 3 Sponsor Support Agreement 2 Stock Price Earn-Out Statement 17 Surviving Company 1 Surviving Company Amended and Restated Limited Liability Company Agreement 5 Surviving Company Owner 15 Surviving Company Owner’s First Base 15 Surviving Company Owner’s Second Base 15 Surviving Pubco 1 Surviving Pubco Bylaws 4 Surviving Pubco Charter 4 Surviving Pubco Plans 74 Surviving Pubco Public Warrants 10 Surviving Pubco Sale 18 Surviving Pubco Warrants 10 Tax Receivable Agreement 9 TBII Merger Sub 1 Thunder Bridge II 1 Thunder Bridge II Class A-1, A Share Certificate 10 Thunder Bridge II Class A-2, A Shares 42 Thunder Bridge II Class A-3, and B Share Certificate 10 Thunder Bridge II Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:B Shares 42 Thunder Bridge II Bylaws 67 Thunder Bridge II Charter 67 Thunder Bridge II Common Stock 42 Thunder Bridge II Disclosure Schedule 40 Thunder Bridge II Equity Holder Meeting 60 Thunder Bridge II Financials 00 Xxxxxxx Xxxxxx II Material Contract 48 Thunder Bridge II Merger 1 Thunder Bridge II Preferred Shares 42 Thunder Bridge II Warrants 42 Top Customers 36 Top Suppliers 36 Total First Base 15 Total Second Base 16 Transfer Taxes 69 Trust Account 51 Trust Agreement 51 under common control with 84 Voting Matters 60 VWAP Objection Notice 17 Withdrawing Director 65 101

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Affiliate 1 Affected Loan(s) 17 MOU 24 Affiliated Entity 1 Agreement 1 Officer’s Certificate Bank Purchaser 1 Bank Purchaser Transfer Event 2 Beneficial Ownership 2 Beneficially Own 2 Beneficially Owned 2 Benefit Plan 2 Benefit Plans 2 Board Designee 16 Board Observer 17 Board of Directors 2 Call Option 7 Capitalization Date 7 Closing 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 6 Code 2 Prospectus Supplement Common Stock 1 Collateral Company 1 Confidential Information 28 Confidentiality Agreement 29 Control 2 controlled by 2 controlling 2 Designee Termination Date 17 ERISA 2 Exchange Act 2 Financial Statements 10 GAAP 10 Governmental Entity 2 GSCP 2 HSR Act 3 Indemnified Persons 27 Indenture 1 Intellectual Property 11 KKR 1 KKR Purchaser 3 Law 9 Public Certificates Lien 9 Loss 27 Losses 27 Material Adverse Effect 3 Merger Agreement 4 Non-Investor Affiliates 20 Notes 1 Crossed Mortgage Loans 16 NYSE 11 Own 4 Permitted Transfer 22 Person 4 PIA Funds 4 Policy Termination Date 4 Preferred Stock 7 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information Purchaser Adverse Effect 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor Registration Rights Agreement 21 Representatives 28 Restricted Period 22 Sxxxxxxx-Xxxxx Act 10 SEC 9 SEC Reports 9 Securities 4 Securities Act 4 Security Agreements 4 Significant Subsidiary 4 Sponsor 1 Master Servicer Sponsor Purchasers 5 Sponsors 1 Standstill Termination Date 5 Subsidiary 5 Swap Agreements 5 Tax Returns 5 Taxes 5 Termination and Settlement Agreement 5 Third Party 19 Transaction Agreements 6 Transfer 22 Transfer Instruction 23 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 6 under common control with 2 Mortgage Loan Purchase Agreement Voting Stock 6 NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of September 14October 22, 20112007, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) by and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sellamong HXXXXX INTERNATIONAL INDUSTRIES, and Purchaser agrees to purchaseINCORPORATED, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage LoansCompany”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.PURCHASERS NAMED IN EXHIBIT A attached hereto (each, Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the a “Certificates”). The Certificates will be issued pursuant to the Pooling Purchaser” and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacitycollectively, the “Initial Purchasers”) pursuant and, solely for purposes of Article 1, Sections 4.6, 5.5, 5.6 and 7.1 and Article 9 hereof, KOHLBERG KRAVIS RXXXXXX & CO. L.P. (“KKR”) (each of KKR and GSCP (as defined below) may be hereinafter referred to as, a Certificate Purchase Agreement“Sponsor” and KKR and GSCP may be hereinafter referred to collectively, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase AgreementSponsors”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Defined Terms Page Accounting Principles 1 Affected Loan(s) 17 MOU 24 Acquiror 1 Acquiror Balance Sheet 27 Acquiror Disclosure Schedule 23 Acquiror Indemnified Parties 44 Acquiror SEC Reports 1 Action 1 Affiliate 1 Agreement 1 Officer’s Asset Sellers 1 Assumed Contracts 8 Assumed Liabilities 11 Xxxx of Sale, Assignment and Assumption Agreement 2 Books and Records 10 Business 2 Business Day 2 Business Employees 2 Bylaws 25 Cancellation Notice 31 Cap 44 Cash Consideration 14 Certificate of Incorporation 24 Code 2 Common Shares 14 Company 1 Company Indemnified Parties 45 Company Plans 2 Confidential Information 29 Contracts 8 Control 2 Deductible Amount 44 Disclosure Schedule 17 Environmental Law 2 Equity Consideration 14 Exchange Act 2 Excluded Assets 9 Excluded Liabilities 11 Financial Statements 18 Fundamental Representation 3 GAAP 3 Governmental Entity 3 Governmental Order 3 Indebtedness 3 Indemnified Party 45 Indemnifying Party 45 Inventory 3 IRS 3 Knowledge of the Company 3 Law 4 Liabilities 4 Lien 4 Losses 4 Manufacturing and Supply Agreement 4 Manufacturing Employees 36 Material Adverse Effect 4 Material Contract 21 Materials of Environmental Concern 5 Mixed Contacts 5 Order 5 Patent License Agreement 5 Permits 20 Permitted Liens 5 Person 5 Post-Closing Consents 29 Principal Market 5 Product 5 Purchase Price 14 Qualifying Revenues 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Receivables 9 Registrable Securities 6 Registration Rights Agreement 1 Certificate Purchase 6 Related to the Business 6 Representative 6 Restricted Affiliates 6 Restricted Business 6 Restricted Legend 15 Rule 144 30 SEC 6 Securities Act 6 Subsidiary 6 Tax or Taxes 7 Tax Returns 7 Third Party 7 Third Party Claim 45 Third Party Rights 12 Transaction Agreements 7 Transactions 7 Transfer Date 38 Transfer Taxes 7 Transferred Assets 8 Transferred Employee 38 Transferred IP 8 Transition Services Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement 7 This ASSET PURCHASE AGREEMENT, dated August 5, 2016 (this “Agreement”), dated as of September 14is made between Gambro UF Solutions, 2011Inc., between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Delaware corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeCompany”), and TriMont Real Estate AdvisorsSunshine Heart, Inc., as trust advisor a Delaware corporation (the “Trust AdvisorAcquiror”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Agreement 1 Officer’s Certificate Lender Percentages 1 Backstop Commitments 4 Lender Replacement 6 Bxxx of Sale Backstop Lenders 1 Lender Replacement Funds 6 Backstop Premium 5 Lender Replacement Notice 5 Bankruptcy Code 1 Lender Termination 5 Bankruptcy Court 1 Losses 21 Business Day 2 Other Mortgage Loans Material Adverse Effect 7 Chapter 11 Cases 1 Certificate Administrator Outside Date 18 Company 1 Pooling Servicing Participating Lender 6 Company Replacement Notice 5 Petition Date 1 Confirmation Date 18 Plan 1 Confirmation Order 1 Plan Effective Date 1 Credit Agreement 1 Certificate Purchase Notice 4 Debtors 1 Put Option 3 Defaulting Lender 5 Put Option Exercise Period 3 Disclosure Statement 13 Replacement Right 5 Environmental Law 9 Requisite Lenders 2 Exchange Act 8 Restructuring Support Agreement 1 Preliminary Memorandum Exchange Act Documents 8 Rights Expiration Time 2 Final Replacement Notice 6 Satisfaction Notice 4 Funding Price 1 Certificates Subscription Agent 2 Hazardous Materials 9 Subscription Documents 3 HSR Act 14 Taxes 11 Indemnified Claim 21 Terminating Lender 5 Indemnified Person 20 Termination Fee 20 Intellectual Property Rights 10 Transaction Expenses 5 Lender Default 5 Unsubscribed Term Loan 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement BACKSTOP AGREEMENT BACKSTOP AGREEMENT (the “Agreement”), dated as of September 14December 21, 20112016, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sellamong Forbes Energy Services Ltd., and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto a Texas corporation (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “TrusteeCompany”), and TriMont Real Estate Advisorseach of the undersigned parties identified on the signature pages hereto (each, Inc.a “Backstop Lender” and collectively, as trust advisor (the “Trust AdvisorBackstop Lenders”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned ascribed to them such terms in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates Restructuring Support Agreement (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”as defined below), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:.

INDEX OF DEFINED TERMS. 15Ga-1 Accounting Firm Accounts Receivable Action Affiliate Agreement Ancillary Agreements Annual Financial Statements Balance Sheet Base Inventory Amount Base Purchase Price Base Working Capital Bxxxx Shoe Bxxxx Shoe Cap Bxxxx Shoe Guaranty Bxxxx Shoe Indemnified Persons Business Day Buyer Buyer Cap Buyer Indemnified Persons Buyer Parties CERCLA Closing Closing Date Closing Payment Closing Purchase Price Closing Working Capital COBRA Code Company Company Accounting Methodology Company Group Company Intellectual Property Company Material Adverse Effect Company Parties Confidentiality Agreement Contract Contracts Credit Agreement Defense Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 24 Defense Notice Period DeMinimis Disclosure Schedules Disputed Items Distribution Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Environmental Claim Environmental Law ESO Estimated Closing Schedule Estimated Closing Working Capital Estimated Inventory Amount Excluded Assets Excluded Businesses Excluded Liabilities Excluded Subsidiaries Final Closing Schedule Final Closing Working Capital Final Inventory Amount Final Purchase Price Financial Statements Fundamental Reps GAAP Governmental Authority Governmental Authorization Hazardous Materials Identified Claims Income Tax Income Tax Return Indebtedness Indemnification Threshold Indemnified Losses Indemnified Party Indemnifying Party Intellectual Property Intercompany Accounts Interim Financials Inventory Adjustment Amount Inventory Buyer Inventory Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Law Leased Real Property Liens Losses Material Contract Non-Assignable Assets Note Note Amount Order Ordinary Course of Business Parties Party Permits Permitted Liens Person Plan Plans Pre-Closing Date 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Cash Dividend Pre-Closing Periods Real Property Lease Real Property Leases Release Releasees Releasing Parties Restructuring Schedule of Agreed Exceptions Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Dispute Notice Shared Contract Software Special Servicer 1 Indemnification Third Person Claim Specified Order Liabilities Specified Orders Specified Shared Contracts Stock Straddle Period Subsidiary Tax Tax Return Tax Returns Taxes Third Person Third Person Claim Third Person Claim Notice Transfer Taxes Transition Services Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Willful Misconduct Working Capital

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 2010 VSD 55 Accounts Receivable 32 Acquisition Proposal 69 Acquisition Subsidiary 1 Affected Loan(s) 17 MOU 24 Action 41 Adjustment Amount 14 Adverse Recommendation Change 68 Affiliate 91 Agents 68 Agreement 1 Officer’s Annual Financial Statements 24 Antitrust Filings 66 Assets 29 Auditor 13 Balance Sheet 24 BIS 54 Business Day 3 Cap 86 Cash 11 Cash Adjustment Amount 14 Certificate of Merger 2 Certificates 6 Bxxx of Sale CFIUS 71 CFIUS Approval 71 Clearances 57 Closing 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Balance Sheet 12 Closing Cash 12 Closing Date 3 Closing Indebtedness 12 Closing Net Working Capital 12 Closing Statement of Cash 12 Closing Statement of Indebtedness 12 COBRA 49 Code 6 Common Stock 4 Company 1 Company Indemnified Person 18 Company Indemnified Persons 18 Company Intellectual Property 35 Company Intellectual Property Agreement 37 Company Manufacturing Tools 35 Company Material Adverse Effect 63 Company Organizational Documents 21 Company Recommendation 67 Company Software 36 Company Transaction Expenses 17 Confidentiality Agreement 65 Contract 34 Contracts 34 Covered Employees 73 CSOs 70 Defense Notice 84 Determination Date 14 DGCL 2 Prospectus Supplement Disclosure Schedule 20 Dissenting Shares 6 Effect 63 Effective Time 2 Employment Agreements 2 Environmental Law 46 Environmental Property 45 Escrow Account 16 Escrow Agreement 8 Escrow Amount 3 Estimated Cash 11 Estimated Closing Net Working Capital 11 Estimated Company Transaction Expenses 17 Estimated Indebtedness 11 Estimated Net Working Capital Shortfall 12 Exchange Agent 10 Exchange Agent Agreement 10 Exchange Fund 10 Final Closing Cash 14 Final Closing Indebtedness 14 Final Closing Net Working Capital 14 Final Net Working Capital Excess 14 Final Net Working Capital Shortfall 14 Financial Statements 24 FINSA 71 Fully Diluted Shares 4 GAAP 12 Good Faith Statement 11 Government 8 Government Contract 55 Government Subcontracts 55 Governmental Authorization 44 Hazardous Materials 46 HSR Act 66 Income Tax 29 Indebtedness 15 Indebtedness Adjustment Amount 14 Indemnification Threshold 85 Indemnified Losses 80 Indemnified Party 83 Indemnifying Party 83 Information Statement 58 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 35 Interim Financials 24 IRS 9 Key Stockholders 1 Collateral Information 9 Law 44 Leased Real Property 30 Letter of Transmittal 10 Liens 30 Losses 80 Merger 1 Merger Consideration 3 Net Working Capital 11 NLRA 48 Non-Competition and Confidentiality Agreements 2 off-balance sheet arrangements 24 Order 41 Ordinary Course of Business 26 Owned Software 36 Parent 1 Parent Indemnified Persons 80 Parties 1 Party 1 Payment Event 92 Per Share Common Adjustment Amount 4 Per Share Common Closing Amount 4 Per Share Common Escrow Amount 4 Per Share Preferred Adjustment Amount 4 Per Share Preferred Closing Amount 4 Per Share Preferred Escrow Amount 4 Per Share Series D Preference Amount 4 Percentage 81 Permits 44 Person 91 Plan 49 Plans 49 Pre-Closing Period Income Tax Returns 77 Pre-Closing Tax Period 77 Property 29 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request Software 36 Real Property Leases 30 Release 46 Remaining Escrow Amount 17 Representative 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC Representative Expense Amount 3 Representative Expenses 20 Requisite Stockholder Approval 24 Restricted Share 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Restricted Share Issuance Agreements 22 Scheduled Company Intellectual Property 36 Scheduled Indemnity Matters 81 Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:24 Series A Preferred Stock 5 Series B Preferred Stock 5 Series C Preferred Stock 5 Series D Preference Payment 5 Series D Preferred Stock 5 Share 21 Shares 21 Side Agreements 1 Software 36 Spreadsheet 70 Statement 9 Stockholder Indemnified Persons 83 Stockholder Non-Competition Agreements 1 Stockholders 1 Straddle Period 78 Subsidiary 21 Superior Proposal 70 Surviving Company 2 Surviving Company Organizational Documents 18 Tail Policy 19 Takeover Statute 58 Target Net Working Capital 12 Tax 29 Tax Attributes 27 Tax Return 29 Tax Returns 29 Taxes 29 Termination Fee 92 Third Party 70 Third Party Intellectual Property License 37 Third Person 84 Third Person Claim 84 Treasury Regulations 6 Unvested Consideration 7 Unvested Restricted Shares 5 Vested Restricted Shares 5 Working Capital Adjustment Amount 14 TABLE OF CONTENTS Page

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 1 Affected Loan(s) Acceptable Confidentiality Agreement 5 Acquisition Proposal 5 Acquisition Sub 4 Acquisition Transaction 5 Affiliate 5 Agreement 4 Alternative Acquisition Agreement 57 Antitrust Law 6 Appraisal Shares 26 Assets 39 Business Day 6 Certificate 25 Certificate of Merger 24 Change 6 Changes 6 Code 6 Collective Bargaining Agreement 44 Company 4 Company Balance Sheet 6 Company Balance Sheet Date 6 Company Board 6 Company Board Recommendation 31 Company Board Recommendation Change 58 Company By-Laws 6 Company Capital Stock 6 Company Certificate of Incorporation 6 Company Common Stock 6 Company Disclosure Documents 35 Company Disclosure Letter 29 Company Equity Awards 29 Company Intellectual Property Rights 8, 40 Company Material Adverse Effect 6 Company Options 8 Company Plans 63 Company Preferred Stock 8 Company Registered Intellectual Property Rights 8 Company Restricted Stock 8 Company SEC Reports 34 Company Securities 33 Company Stock Plans 8 Company Stockholders 8 Company Warrants 8 Comparable Plans 64 Confidentiality Agreement 9 Consent 32 Continuing Employees 9 Contract 9 D&O Insurance 62 Delaware Law 9 Acceptance Time 26 DGCL 23 DOJ 9 Effective Time 24 Employee Plans 42 Enforceability Exception 30 Environmental Law 9 Equity Award Amounts 9 Equity Interest 9 ERISA 9 Exchange Act 9 Exchange Fund 27 Existing Credit Agreement 9 Existing Director Committee 23 Existing Director Committee Actions 23 Expense Reimbursement 73 Expiration Date 18 Fairness Opinion 49 FDD 9 Financial Advisor 49 Foreign Benefit Plans 43 Franchise 46 Franchise Agreement 46 Franchise Laws 9 Franchised Location 46 Franchisee 10 FTC 10 GAAP 10 Governmental Authority 10 Hazardous Substance 10 HSR Act 10 Indemnified Persons 61 Independent 22 Independent Directors 22 Initial Expiration Date 17 MOU Intellectual Property 10 IRS 10 Knowledge 11 Law 11 Leased Real Property 38 Leases 38 Legal Proceeding 11 Liabilities 11 Licensed Intellectual Property Rights 11 Lien 11 Master Foreign Licensees 11 Match Period 58 Material Contract 36 Material Franchise Agreements 47 Material Franchisees 47 Merger 4 Merger Closing 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger Closing Date 2 Prospectus Supplement 24 Merger Consideration 25 MESA 11 MESA Litigation 11 Minimum Tender Condition 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request New Plans 64 NYSE 11 Offer 4 Offer Closing 18 Offer Closing Date 18 Offer Conditions 17 Offer Documents 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Offer Price 4 Old Plans 64 Open Source Software 11 Order 11 Outside Date 70 Outstanding Proposal 72 Owned Real Property 11 Parent 4 Parent Stockholder 4 Parties 4 Party 4 Paying Agency Agreement 27 Paying Agent 27 Pay-off Amount 69 PBGC 43 Permits 44 Permitted Liens 11 Person 12 Preliminary Proxy Statement 67 Promissory Note 21 Proxy Statement 67 Qualifying Acquisition Proposal 12 Recommendation Change Notice 58 Registered Intellectual Property Rights and Obligations 10 Dispute 12 Release 12 Representatives 12 Rights Plan 13 Xxxxxxxx-Xxxxx Act 13 Schedule 14D-9 19 Seller Reporting Information Schedule TO 18 SEC 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:13 Series A Preferred Stock 32 Short-Form Threshold 20 Software 13 Special Committee 49 Stockholder Approval 31 Stockholders’ Meeting 67 Subsidiary 13 Subsidiary Securities 34 Superior Proposal 13 Support Agreement 4 Surviving Corporation 23 Tail Period 72 Takeover Laws 31 Tax 13 Tax Returns 41 Termination Fee 72 Top-Up 20 Top-Up Closing 21 Top-Up Shares 20 Transfer Taxes 65

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans Accounts Receivable 33 Acquisition Proposal 72 Acquisition Subsidiary 1 Affected Loan(s) 17 MOU 24 Action 43 Adjusted Fully Diluted Shares 4 Adjustment Amount 14 Adverse Recommendation Change 71 Affiliate 94 Agents 70 Agreement 1 Officer’s Certificate Agreement of Merger 2 Annual Financial Statements 24 Antitrust Filings 69 Assets 30 Auditor 12 Australian Purchase Agreement 15 Balance Sheet 24 Bank 15 BIS 59 Business Day 3 Cap 89 Cash 15 Cash Adjustment Amount 13 Certificates 5 CGCL 2 Closing 2 Closing Balance Sheet 11 Closing Cash 11 Closing Company Transaction Expenses 11 Closing Date 3 Closing Indebtedness 11 Closing Net Working Capital 11 Closing Statement of Cash 11 Closing Statement of Company Transaction Expenses 11 Closing Statement of Indebtedness 11 COBRA 53 Code 5 Common Stock 4 Company 1 Company Entities 48 Company Intellectual Property 37 Company Intellectual Property Agreement 38 Company Intellectual Property License 38 Company Manufacturing Tools 37 Company Material Adverse Effect 66 Company Options 5 Company Recommendation 70 Company Software 37 Company Subsidiary Securities 21 Company Transaction Expenses 17 Company Transaction Expenses Adjustment Amount 13 Confidentiality Agreement 68 Contract 35 Contracts 35 Covered Employees 75 Data Room 28 DDTC 59 Defense Notice 87 Determination Date 13 Disclosure Schedule 19 Dissenting Shares 5 Effective Time 2 Employment Agreements 2 Environmental Claim 49 Environmental Law 48 Environmental Property 48 ERISA Affiliates 53 Escrow Account 15 Escrow Agreement 7 Escrow Amount 3 Estimated Cash 11 Estimated Closing Net Working Capital 11 Estimated Company Transaction Expenses 17 Estimated Indebtedness 11 Final Closing Cash 13 Final Closing Company Transaction Expenses 13 Final Closing Indebtedness 13 Final Closing Net Working Capital 13 Financial Statements 24 Fully Diluted Shares 4 Fundamental Reps 89 GAAP 11 Good Faith Statement 11 Governmental Authority 7 Governmental Authorization 47 Hazardous Materials 49 HIPAA 53 HSR Act 69 IC-DISC 29 Identified Debt 15 Identified Debt Releases 8 Income Tax 30 Indebtedness 14 Indebtedness Adjustment Amount 13 Indemnification Threshold 88 Indemnified Losses 83 Indemnified Party 86 Indemnifying Party 86 Information Statement 61 Initial Cash Merger Consideration 3 Initial Merger Consideration 4 Intellectual Property 36 Interim Financials 24 IRS 7 ITAR 59 Law 46 Leased Real Property 31 Letter of Transmittal 9 Liens 22 Losses 83 Merger 1 Merger Consideration 3 Net Working Capital 10 NLRA 52 Non-Competition and Confidentiality Agreements 2 Non-Management Company Options 6 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Non-U.S. Benefit Plan 53 OFAC 59 off-balance sheet arrangements 24 Option Cancellation Agreement 1 Certificate Purchase Order 43 Ordinary Course of Business 26 Owned Real Property 31 Owned Software 37 Parent 1 Parent Indemnified Persons 83 Parties 1 Party 1 Payment Agent 9 Payment Agent Agreement 9 Payment Event 94 Payment Fund 9 Per Share Common Adjustment Amount 4 Per Share Common Closing Amount 4 Per Share Common Escrow Amount 4 Per Share Non-Management Option Holder Closing Xxxxxx 0 Xxxxxxxxxx 00 Xxxxxxx 00 Person 93 Plan 53 Plans 53 PPACA 53 Pre-Closing Period 79 Pre-Closing Period Income Tax Returns 79 Pre-Closing Section 951 Amount 80 Property 30 Public Software 37 Real Property 31 Real Property Leases 31 Release 1, 49 Remaining Escrow Amount 16 Representative 18 Requisite Shareholder Approval 24 Scheduled Company Intellectual Property 38 Scheduled Indemnity Matters 84 Securities Act 24 Securityholder Non-Competition Agreements 1 Securityholders 7 Securityholders Indemnified Persons 86 Senior Management 6 Share 22 Shareholders 1 Shares 22 Side Agreement 1 Preliminary Memorandum Significant Securityholders 1 Certificates 1 Private Certificates 1 Closing Date Software 37 Spreadsheet 73 Statement 8 Straddle Period 80 Subsidiary 21 Superior Proposal 72 Surviving Company 2 Prospectus Supplement 1 Collateral Information 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC Takeover Statute 60 Target Net Working Capital 11 Tax 30 Tax Attributes 28 Tax Return 30 Tax Returns 30 Taxes 29 Termination Fee 94 Third Party 73 Third Party Intellectual Property License 38 Third Person 87 Third Person Claim 87 Treasury Regulations 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Working Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:Adjustment Amount 14 TABLE OF CONTENTS Page

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 20 Mortgage Loans 1 Affected Loan(s) 17 18 MOU 24 26 Agreement 1 Officer’s Certificate 6 Bxxx 7 Xxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 2 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 9 10 Public Certificates 1 Crossed Mortgage Loans 16 18 Purchaser 1 Cure Request 15 17 Repurchase Request 19 20 Custodian 1 Seller 1 Defective Mortgage Loan 16 18 Seller Defeasance Rights and Obligations 10 21 Dispute 19 20 Seller Reporting Information 13 14 Final Judicial Determination 19 21 Seller’s Information 12 13 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 13 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 17 UCC 5 Material Document Defect 15 17 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (this “Agreement”), dated as of September 14July 30, 20112014, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC CIBC Inc. (“Seller”) and Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October August 1, 2011 2014, between Purchaser, as depositor, Wxxxx Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Xxxxx Fargo Bank, National Association, as custodian (in such capacity, the “Custodian”), and Citibank, N.A., as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc.Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2014-C17, Commercial Mortgage Pass-Through Certificates, Series 20112014-C3 C17 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1A-­1, Class A-2A­-2, Class A-3A­-SB, Class A­-3, Class A­-4, Class A-5, Class X­-A, Class A­-S, Class B, Class PST and Class A-4 C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx LLC, Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacitycapacities, the ‘“Underwriters”), pursuant to an Underwriting Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated September 14, 2011 as of the date hereof (the “Underwriting Agreement”), and the Class X-AX­-B, Class X-B, Class A-J, Class B, Class CX-­C, Class D, Class E, Class F, Class G, Class H, V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx Xxxxxx Xxxxxxx & Co. LLC and Mxxxxxx Xxxxxxx Lynch, Pierce, Fxxxxx Xxxxxx & Sxxxx Incorporated Xxxxx Incorporated, as initial purchasers (in such capacitycapacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of September 14, 2011 the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2October 1, 20112013, as supplemented by a Prospectus Supplement dated September 14, 2011 the date hereof (together, the “Prospectus Supplement”) ), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 the date hereof (the “Final Memorandum”) and a preliminary version thereof dated September 2July 23, 2011 2014 (as supplemented by the preliminary private placement memorandum supplement, dated July 28, 2014, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

INDEX OF DEFINED TERMS. 15Ga-1 Notice 19 Mortgage Loans 409A Authorities 34 Contract 5 Acceptable Confidentiality Agreement 2 Covered Securityholder 34 Acquisition Proposal 2 CVR 1 Affected Loan(s) 17 MOU 24 Acquisition Sub 1 CVR Agreement 5 Acquisition Transaction 2 D&O Insurance 51 Affiliate 2 Delaware Law 5 Agreement 1 Officer’s Deutsche Bank 38 Antitrust Law 2 DGCL 1 Appraisal Shares 18 DOJ 5 Assets 31 Effective Time 16 Business Day 3 EMA 5 Cash Consideration 1 Employee Plans 33 Certificate 17 Employment Compensation Arrangement 34 Certificate of Merger 16 Enforceability Exception 22 Change 3 Environmental Law 6 Bxxx Changes 3 Equity Interest 6 Code 3 ERISA 6 Collective Bargaining Agreement 35 ERISA Affiliate 6 Company 1 Exchange Act 6 Company Balance Sheet 3 Exchange Fund 19 Company Balance Sheet Date 3 Fairness Opinion 38 Company Board 3 FDA 6 Company Board Recommendation 22 FTC 6 Company Board Recommendation Change 47 Fully Diluted Shares A-2 Company By-Laws 3 GAAP 6 Company Capital Stock 3 Governmental Authority 6 Company Certificate of Sale 2 Other Mortgage Loans Incorporation 3 Hazardous Substance 6 Company Common Stock 3 HSR Act 6 Company Compensation Committee 34 Indebtedness 6 Company Disclosure Documents 27 Indemnified Persons 50 Company Disclosure Letter 21 Independent Directors 59 Company Intellectual Property Rights 3 Information Statement 23 Company Material Adverse Effect 3 Initial Expiration Date 13 Company Option Amounts 5 Intellectual Property 7 Company Options 5 Intervening Event 7 Company Plans 53 IRS 7 Company Preferred Stock 5 Key Product 7 Company Registered Intellectual Property Rights 5 Knowledge 7 Company SEC Reports 25 Law 7 Company Securities 24 Leased Real Property 30 Company Stock Plan 5 Leases 30 Company Stockholders 5 Legal Proceeding 7 Comparable Plans 53 Liabilities 7 Confidentiality Agreement 5 Lien 8 Consent 23 Material Contract 28 Continuing Employees 5 Merger 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Merger Closing 16 Person 8 Merger Closing Date 2 Prospectus Supplement 16 Post-Signing Arrangement 59 Merger Consideration 1 Collateral Information Recommendation Change Notice 48 Minimum Tender Condition A-1 Registered Intellectual Property Rights 8 Nasdaq 8 Registrations 8 New Plans 54 Release 8 Offer 1 Representatives 46 Offer Closing 14 Rights Agent 5 Offer Closing Date 14 Sxxxxxxx-Xxxxx Act 8 Offer Conditions 12 Schedule 14D-9 15 Offer Documents 14 Schedule TO 14 Old Plans 54 SEC 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement (“Agreement”), dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Order 8 Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:9 Outside Date 61 Subsidiary 9 Parent 1 Subsidiary Securities 25 Parent Disclosure Documents 40 Substantial Detriment 9 Parent Expenses 64 Superior Proposal 9 Parent Plans 53 Superior Proposal Notice 61 Parties 1 Surviving Corporation 16 Party 1 Takeover Laws 22 Paying Agency Agreement 19 Tax 9 Paying Agent 19 Tax Returns 32 Permits 36 Termination Fee 63 Permitted Liens 8 Transfer Taxes 55

INDEX OF DEFINED TERMS. 15Ga-1 Paragraph # ----------- ADA 9 Additional Rent 4 Agents 2 Alterations 12 Bank 7 Base Rent 4 Building 2 Building Amenities 12 Casualty Discovery Date 21 Commencement Date 3 Common Areas 2 Communications Systems 12 Computation Year 4 Condemnation 22 Conduit 12 CPA 4 Default 24 Due Diligence Period 58 Early Occupancy 3 Electric Service Provider 5 Emergency Generator 5 Environmental Laws 32 Expiration Date 3 Extension Notice 19 Mortgage Loans 1 Affected Loan(s) 17 MOU 57 First Offer Price 58 Force Majeure 54 Guarantor 24 Agreement 1 Officer’s Certificate 6 Bxxx of Sale Hazardous Materials 32 Holder 42 Insurance Expenses 4 Landlord Parties 39 Landlord's Agents 8 Landlord's Investment Advisors 15 Laws 9 Negotiation Period 58 Non-Structural Alterations 12 Normal Business Hours 5 Operating Expenses 4 Option 57 Option Period 57 Parking Areas 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates Premises 1 Private Certificates 1 Closing Date Restrictions 9 Project 2 Prospectus Supplement 1 Collateral Information Proportionate Share 4 Related Entity 23 Rent 4 Right of First Offer 58 Right of First Offer Notice 58 Rules and Regulations 41 Space Planning Expense 4 Structural Components 2 Successor Landlord 31 Superior Lease(s) 31 Superior Lessor 31 Superior Mortgage(s) 31 Superior Mortgagee 31 Systems 4 Taxes 4 Tenant Allowance 4 Tenant's Agents 9 Public Certificates 1 Crossed Mortgage Loans 16 Purchaser 1 Cure Request Tenant's Property 15 Repurchase Request 19 Custodian 1 Seller 1 Defective Mortgage Loan 16 Seller Defeasance Rights Term 3 Third Party Price 58 Third Party Terms 58 Utilities 4 Utility Expenses 4 Year 2000 Compliant 4 LEASE AGREEMENT BASIC LEASE INFORMATION Lease Date: February 1, 2000 Landlord: Conejo Valley Development Corporation, a California xxxxxxxxxxx Xxxxxxxx'x Xxxxxss: c/o Zeeco Trading 4523 North Houston School Road Xxxxxxxxx, XX 00000 Xxx xxxxxxx xxxx xx Xxxxxxxx xxxxx xxxx Xxxxx xxxxx xx xxxx xx xxx above address, with copies to: [Insert name and Obligations 10 Dispute 19 Seller Reporting Information 13 Final Judicial Determination 19 Seller’s Information 12 Final Memorandum 1 Special Servicer 1 Indemnification Agreement 12 Trust 1 Initial Purchasers 1 Trust Advisor 1 Master Servicer 1 Trustee 1 Material Breach 15 UCC 5 Material Document Defect 15 Underwriters 1 Mortgage File 3 Underwriting Agreement 1 Mortgage Loan Schedule 2 Mortgage Loan Purchase Agreement address of property manager]: --------------------------------- --------------------------------- --------------------------------- Attn: --------------------------- Phone: ( ) --- --------------------- Tenant: Broadcom Corporation, a California corporation Tenant's Contact Person: Director of Corporate Services Tenant's Address and Telephone Number: 16215 Alton Parkway Irvine, CA 92618 (“Agreement”)949) 450-8700 Building Square Footage: Approximately Two Hundred Xxxxxxxx (000,000) rentable square feet in one, dated as of September 14, 2011, between Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“Seller”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto partial two-story building (the “Mortgage Loans”) as described herein. Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”"Building" or "Project"), to be dated as of October 1, 2011 between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), custodian (in such capacity, the “Custodian”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), U.S. Bank National Association, as trustee (the “Trustee”), and TriMont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2011-C3 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the ‘Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated September 14, 2011 (the “Underwriting Agreement”), and the Class X-A, Class X-B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (in such capacity, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers, dated as of September 14, 2011 (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated September 2, 2011, as supplemented by a Prospectus Supplement dated September 14, 2011 (together, the “Prospectus Supplement”) and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated September 14, 2011 (the “Final Memorandum”) and a preliminary version thereof dated September 2, 2011 (the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows: