Common use of RECITALS Clause in Contracts

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, the

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as special servicer (the a “Special Servicer”), AEGON USA Realty Advisors, LLC, as Save Mart Portfolio special servicer (a “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to UBS Securities LLC (“UBS Securities”), Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. SG Americas Securities, LLC (“BarclaysSGAS”), Academy Securities, Inc. Natixis Securities Americas LLC (“AcademyNatixis Securities”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity), theCIBC World Markets Corp.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December October 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. UBS Securities LLC (“BarclaysUBS Securities”), Academy Securities, Inc. (“AcademyAcademy Securities”) and Deutsche Bank Natixis Securities Inc. Americas LLC (“DBSINatixis Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, UBS Securities, Academy Securities and Natixis Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated September 30, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated September 30, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated September 22, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by that certain supplement to the preliminary prospectus, dated September 23, 2016 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated September 22, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto) (the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December May 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Wxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and ), Deutsche Bank Securities Inc. (“DBSI”) and Natixis Securities Americas LLC (“Natixis Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Academy, DBSI and Natixis Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated May 12, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated May 12, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated May 3, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated May 3, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated and effective as of December May 1, 2016 2024 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), BMO Capital Markets Corp. (“BMO Capital Markets”), SG Americas Securities, LLC (“WFSSGAS”), Barclays KeyBanc Capital Markets Inc. (“BarclaysKeyBanc”), Deutsche Bank Securities Inc. (“DBSI”), UBS Securities LLC (“UBS Securities”), BofA Securities, Inc. (“BofA Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively collectively, in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of May 9, 2024 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, BMO Capital Markets, SGAS, KeyBanc, DBSI, UBS Securities, BofA Securities, Academy and Drexel (collectively, in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of May 9, 2024 (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated May 9, 2024 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated May 9, 2024 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated May 6, 2024, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated May 6, 2024, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of May 9, 2024 (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated and effective as of December April 1, 2016 2023 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Bank, KeyBank National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, K-Star Asset Management LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), BMO Capital Markets Corp. (“BMO Capital Markets”), SG Americas Securities, LLC (“WFSSGAS”), Barclays KeyBanc Capital Markets Inc. (“BarclaysKeyBanc”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Xxxxxxxx Capital, LLC (“Xxxxxxxx”) (collectively collectively, in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of April 10, 2023 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, BMO Capital Markets, SGAS, KeyBanc, DBSI, Drexel and Xxxxxxxx (collectively, in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of April 10, 2023 (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated April 11, 2023 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated April 11, 2023 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated April 5, 2023, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated April 5, 2023, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of April 10, 2023 (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Citigroup Global Markets Inc. (“AcademyCitigroup”) and Deutsche Bank Natixis Securities Inc. Americas LLC (“DBSINatixis Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, Citigroup and Natixis Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated August 11, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 11, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated August 3, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement), as amended and supplemented by that certain supplement to the preliminary prospectus, dated August 7, 2017 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated August 3, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by that certain supplement to the preliminary private placement memorandum, dated August 7, 2017 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December March 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Citigroup Global Markets Inc. (“DBSICitigroup”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (other than the RR Interest) to WFS, Academy and Citigroup (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Purchaser intends to sell the RR Interest to Xxxxx Fargo Bank pursuant to the RR Interest Purchase Agreement, dated as of March 1, 2017, by and between the Depositor and Xxxxx Fargo Bank. The Certificates are more fully described in (a) that certain prospectus dated March 13, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 13, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates (other than the RR Interest), as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated February 22, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement), as amended and supplemented by (i) that certain supplement to the preliminary prospectus, dated February 24, 2017 and (ii) that certain supplement to the preliminary prospectus, dated March 10, 2017 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated February 22, 2017, relating to the Non-Registered Certificates (other than the RR Interest) (together with all annexes and exhibits thereto), as amended and supplemented by (i) that certain supplement to the preliminary private placement memorandum, dated February 24, 2017 and (ii) that certain supplement to the preliminary private placement memorandum, dated March 10, 2017 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. SG Americas Securities, LLC (“DBSISG Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays, UBS Securities, Academy and SG Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated July 18, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated July 18, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated July 11, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by supplement to the preliminary prospectus, dated July 13, 2016 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated July 11, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by supplement to the preliminary private placement memorandum, dated July 13, 2016 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and administrator, as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), UBS Securities LLC (“UBS Securities”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Natixis Securities Americas LLC (“Natixis Securities”), KeyBanc Capital Markets Inc. (“Barclays”), Academy Securities, Inc. (“AcademyKeyBanc”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, UBS Securities, SGAS, Natixis Securities and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, Barclays Capital Holdings Inc. and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated May 20, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated May 20, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated May 13, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated May 13, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated and effective as of December 1, 2016 2022 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Inc. UBS Securities LLC (“AcademyUBS Securities”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity), theBMO Capital Markets Corp.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December May 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), UBS Securities LLC (“UBS Securities”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, UBS Securities, Drexel and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated May 1, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated May 1, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated April 24, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated April 24, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December March 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and ), Deutsche Bank Securities Inc. (“DBSI”) and Natixis Securities Americas LLC (“Natixis”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Academy, DBSI and Natixis (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated March 23, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 23, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 14, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 14, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December October 1, 2016 2018 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations ReviewerTrustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo UBS Securities LLC (“UBS Securities”), Natixis Securities Americas LLC (“Natixis Securities”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Capital Inc. Cantor Xxxxxxxxxx & Co. (“BarclaysCF&Co.”), CIBC World Markets Corp., Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and Deutsche Bank Securities Inc. (“DBSI”) through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, Natixis Securities, SGAS, CF&Co., Drexel and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated September 24, 2018 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated September 24, 2018 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated September 17, 2018, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated September 17, 2018, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 2018 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations ReviewerTrustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo UBS Securities LLC (“UBS Securities”), Natixis Securities Americas LLC (“Natixis Securities”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Capital Inc. Cantor Xxxxxxxxxx & Co. (“BarclaysCF&Co.”), CIBC World Markets Corp., Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and Deutsche Bank Securities Inc. (“DBSI”) through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, Natixis Securities, SGAS, CF&Co., Drexel and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated November 28, 2018 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated November 28, 2018 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated November 15, 2018, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated November 15, 2018, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator, as custodian (in such capacity, the “Custodian”) and as trustee (in such capacity, the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, UBS Securities LLC (“WFSUBS Securities”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”), SG Americas Securities, LLC (“SGAS”), Natixis Securities Americas LLC (“Natixis Securities”), CIBC World Markets Corp. (“CIBC World Markets”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, DBSI, SGAS, Natixis Securities and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated August 1, 2017 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 1, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated July 25, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by that certain supplement to the preliminary prospectus, dated July 28, 2017 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated July 25, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator, as custodian (in such capacity, the “Custodian”) and as trustee (in such capacity, the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo UBS Securities LLC (“UBS Securities”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Natixis Securities Americas LLC (“Natixis Securities”), KeyBanc Capital Markets Inc. (“BarclaysKeyBanc”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated October 23, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated October 23, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 15, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 15, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires Borrower, the lenders party thereto, Bank of America, N.A., as revolver administrative agent, and Royal Bank of Canada, as administrative agent and collateral agent, have entered into that certain First Lien Credit Agreement, dated as of the date hereof, providing for a revolving credit facility and term loan (as amended, restated, supplemented, modified, replaced or Refinanced from time to selltime in accordance with the terms thereof and hereof, assignthe “First Lien Credit Agreement”). The Borrower, transferthe lenders party thereto and Royal Bank of Canada, set over as administrative agent and otherwise convey collateral agent, have entered into that certain Second Lien Credit Agreement dated as of the date hereof providing for a term loan (as amended, restated, supplemented, modified, replaced or Refinanced from time to time in accordance with the terms thereof and hereof, the “Second Lien Credit Agreement”). Pursuant to (i) the First Lien Credit Agreement, the Grantors and the Borrower have agreed to cause certain current and future Subsidiaries to agree to guaranty certain of the First Lien Obligations pursuant to a Subsidiary Guaranty dated as of the date hereof (the “First Lien Subsidiary Guaranty”) and (ii) the Second Lien Credit Agreement, the Grantors and the Borrower have agreed to cause certain current and future Subsidiaries to agree to guaranty certain of the Second Lien Obligations pursuant to a Subsidiary Guaranty dated as of the date hereof (the “Second Lien Subsidiary Guaranty”). The obligations of the Borrower under the First Lien Credit Agreement, the obligations of the Borrower under certain Hedge Agreements and certain agreements governing any Bank Product Obligations and the obligations of the Subsidiary Guarantors under the First Lien Subsidiary Guaranty will be secured on a first priority basis by liens on substantially all the assets of the Borrower and the Subsidiary Guarantors, respectively, pursuant to the Purchaserterms of the First Lien Collateral Documents. The obligations of the Borrower under the Second Lien Credit Agreement and the obligations of the Subsidiary Guarantors under the Second Lien Subsidiary Guaranty will be secured on a second priority basis by liens on substantially all the assets of the Borrower and the Subsidiary Guarantors, without recourserespectively, representation or warrantypursuant to the terms of the Second Lien Collateral Documents. The First Lien Documents and the Second Lien Documents provide, among other than as things, that the parties thereto shall set forth hereinin this Agreement their respective rights and remedies with respect to the Collateral. In order to induce the First Lien Secured Parties and Second Lien Secured Parties to extend credit and other financial accommodations to or for the benefit of the Borrower, or any other Grantor, the Representatives on behalf of the Secured Parties have agreed to the lien subordination, intercreditor and other provisions set forth in this Agreement. The Grantors may, from time to time, to the extent permitted by this Agreement, the First Lien Documents and the Purchaser desires to purchaseSecond Lien Documents, incur additional secured debt which the Grantors and the debtholders thereunder may elect, subject to the terms and conditions hereof, and of the First Lien Documents and of the Second Lien Documents, to be secured by the Collateral on a first priority basis or a second priority basis. In consideration of the foregoing, the mutual covenants and obligations herein set forth hereinand for other good and valuable consideration, the commercial, multifamily and/or manufactured housing community mortgage loans (collectivelysufficiency and receipt of which are hereby acknowledged, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A Initial First Lien Representative (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), for itself and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase Initial First Lien Secured Parties), the Initial Second Lien Representative (for itself and on behalf of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”Initial Second Lien Secured Parties), Barclays Capital Inc. each Additional First Lien Representative (“Barclays”for itself and on behalf of the Additional First Lien Secured Parties represented by it) and each Additional Second Lien Representative (for itself and on behalf of the Additional Second Lien Secured Parties represented by it), Academy Securitiesintending to be legally bound, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thehereby agree as follows:

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A A, (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2014 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankSitus Holdings, LLC, as certificate administrator trust advisor (in such capacity, the “Certificate AdministratorTrust Advisor”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital RBS Securities Inc. (“Barclays”), Academy RBS Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (” and, collectively with WFS and RBS Securities in such capacity, the

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December March 1, 2016 2015 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. Credit Suisse Securities (USA) LLC (“Barclays”), Academy Securities, Inc. (“AcademyCredit Suisse”) and Deutsche Bank Securities Inc. (“DBSI” and, collectively with WFS and Credit Suisse in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Credit Suisse and DBSI (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated March 27, 2015 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated January 28, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated March 27, 2015 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated March 18, 2015, relating to the Registered Certificates, together with all annexes and exhibits thereto (as supplemented by that certain supplement to the free writing prospectus, dated March 24, 2015, the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated March 18, 2015, relating to the Non-Registered Certificates, together with all annexes and exhibits thereto (as supplemented by that certain supplement to the preliminary private placement memorandum, dated March 24, 2015, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or and manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A A, (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December February 1, 2016 2014 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.among the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), Wilmington TrustRialto Capital Advisors, National AssociationLLC, as special servicer (the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital RBS Securities Inc. (“Barclays”), Academy RBS Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (” and, collectively with WFS and RBS Securities in such capacity, the

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2018 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations ReviewerTrustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo UBS Securities LLC (“UBS Securities”), Natixis Securities Americas LLC (“Natixis Securities”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Capital Inc. Cantor Xxxxxxxxxx & Co. (“BarclaysCF&Co.”), CIBC World Markets Corp., Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and Deutsche Bank Securities Inc. (“DBSI”) through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, Natixis Securities, SGAS, CF&Co., Drexel and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated August 7, 2018 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 7, 2018 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated July 30, 2018, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated July 30, 2018, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated and effective as of December October 1, 2016 2023 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, 3650 REIT Loan Servicing LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate AdvisorsBellOak, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”), BMO Capital Markets Corp. (“BMO Capital”), Citigroup Global Markets Inc. (“CGMI”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Xxxxxxxx Capital, LLC (“Xxxxxxxx”) (collectively collectively, in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of September 15, 2023 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, DBSI, BMO Capital, CGMI, Drexel and Xxxxxxxx (collectively, in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of September 15, 2023 (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated September 15, 2023 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated September 15, 2023 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated September 11, 2023, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated September 11, 2023, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of September 15, 2023 (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. SG Americas Securities, LLC (“DBSISG Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays, UBS Securities, Academy and SG Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated July 18, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated July 18, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated July 11, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by supplement to the preliminary prospectus, dated July 13, 2016 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated July 11, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by supplement to the preliminary private placement memorandum, dated July 13, 2016 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2020 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, Credit Suisse, UBS Securities, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated May 28, 2020 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated May 28, 2020 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated May 21, 2020, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated May 21, 2020, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), UBS Securities LLC (“UBS Securities”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Capital Inc. Natixis Securities Americas LLC (“BarclaysNatixis Securities”), CIBC World Markets Corp. (“CIBC Markets”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, UBS Securities, SGAS, Natixis Securities, Drexel and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, Barclays Capital Holdings Inc. and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated August 12, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 12, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated August 5, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated August 5, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December September 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Academy and DBSI (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated September 15, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated September 15, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated September 6, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated September 6, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 2020 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated December 4, 2020 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated December 4, 2020 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated November 28, 2020, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated November 28, 2020, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 2018 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), ) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated June 28, 2018 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated June 28, 2018 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated June 19, 2018, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated June 19, 2018, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated and effective as of December February 1, 2016 2022 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Capital UBS Securities LLC (“UBS Securities”), Natixis Securities Americas LLC (“Natixis Securities”), Xxxxxxxx Financial Group, Inc. (“BarclaysMischler”), ) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively collectively, in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of February 2, 2022 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, SGAS, UBS Securities, Natixis Securities, Mischler and Academy (collectively, in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of February 2, 2022 (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated February 3, 2022 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated February 3, 2022 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated January 26, 2022, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated January 26, 2022, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of February 2, 2022 (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community commercial mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community commercial mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 2023 (the “Pooling and Servicing Agreement”), between among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLCKeyBank National Association, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Computershare Trust Company, N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator, as custodian (in such capacity, the “Custodian”) and as trustee (in such capacity, the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File,” which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital BofA Securities, Inc. (“BarclaysBofA Securities”), Xxxxxx Xxxxxxx & Co. LLC (“MS&Co.”), X.X. Xxxxxx Securities LLC (“JPMS”), Academy Securities, Inc. (“Academy”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Deutsche Bank Securities Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC (“DBSIXxxxxxx Xxxxxxxx” and, collectively with WFS, BofA Securities, MS&Co., JPMS, Academy and Drexel, in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, BofA Securities, MS&Co., JPMS, Academy, Drexel and Xxxxxxx Xxxxxxxx (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated November 30, 2023 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated November 30, 2023 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated November 27, 2023, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale (as defined in the Indemnification Agreement), the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated November 27, 2023, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, C-III Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Citigroup Global Markets Inc. (“DBSICitigroup”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays, Academy and Citigroup (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated October 25, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated October 25, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 18, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 18, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December May 1, 2016 2018 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), ) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated May 1, 2018 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated May 1, 2018 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated April 24, 2018, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement) (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated April 24, 2018, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto) (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, commercial and multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, commercial and multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December October 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Banc of America Xxxxxxx Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File,” which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to BofA Securities, Inc. (“BofA Securities”), Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. Xxxxxx Xxxxxxx & Co. LLC (“BarclaysMS&Co.”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel,” and collectively with BofA Securities, WFS, MS&Co. and Academy in such capacities, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Bank of America, National Association (“BANA”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (other than the RR Interest) to BofA Securities, WFS, MS&Co., Academy and Drexel (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, BANA and the Initial Purchasers. The Purchaser intends to transfer the RR Interest to BANA, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”) and Xxxxxx Xxxxxxx Bank, N.A. (“MSBNA”) pursuant to the RR Interest Transfer Agreement, dated as of the date hereof (the “RR Interest Transfer Agreement”), between the Depositor, BANA, Xxxxx Fargo Bank and MSBNA. The Certificates are more fully described in (a) that certain prospectus dated September 30, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated September 30, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates (other than the RR Interest), as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated September 24, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale (as defined in the Indemnification Agreement) with respect to the Registered Certificates, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated September 24, 2019, relating to the Non-Registered Certificates (other than the RR Interest) (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated and effective as of December February 1, 2016 2024 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Bank, KeyBank National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLCArgentic Services Company LP, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate AdvisorsBellOak, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), SG Americas Securities, LLC (“WFSSGAS”), Barclays UBS Securities LLC (“UBS Securities”), BMO Capital Markets Corp. (“BMO Capital Markets”), KeyBanc Capital Markets Inc. (“BarclaysKeyBanc”), Deutsche Bank Securities Inc. (“DBSI”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Xxxxxxxx Financial Group, Inc. (“DBSIMischler”) (collectively collectively, in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of January 29, 2024 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, SGAS, UBS Securities, BMO Capital Markets, KeyBanc, DBSI, Academy and Mischler (collectively, in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of January 29, 2024 (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated January 29, 2024 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated January 29, 2024 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated January 24, 2024, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated January 24, 2024, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of January 29, 2024 (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. A. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchaseparties intend that, subject to the terms and conditions of this Agreement, (i) a new Delaware corporation referred to herein as Newco has been formed by Caldera solely for the purpose of the transactions contemplated hereunder; (ii) a newly formed, wholly owned subsidiary of Newco ("Merger Sub") will be merged with and into Caldera, with Caldera being the surviving corporation of such merger (the "Merger"), and all outstanding Caldera securities will be converted, on a share for share basis, into Newco securities having identical rights, preferences and privileges, with Newco assuming any and all outstanding options and other rights to purchase shares of capital stock of Caldera (with all such Newco securities issued to former Caldera security holders initially representing the Caldera Percentage Interest in Newco), all on the terms set out in this Agreement and in the Certificate of Merger substantially in the form of Exhibit A hereto (the "Certificate of Merger") and the applicable provisions of Delaware Law; (iii) SCO and certain of its subsidiaries as herein specified will contribute to Newco, all on the terms herein specified, all of the Contributed Stock of the Contributed Companies (with each of the Contributed Companies thereby becoming a wholly owned subsidiary of Newco) and the Contributed Assets in consideration for the issuance by Newco to SCO of shares of Common Stock of Newco, $0.001 par value ("Newco Common Stock"), and (iv) Newco will assume all options to acquire common stock of SCO held by the Employees (other than Davix XxXxxxx, Xxck Xxxxx xxx Jim Xxxx) xxred or retained by Caldera (the "Optionees") and such options will be converted into options to purchase Newco Common Stock ("Newco Options") as set forth herein, which Newco Common Stock issued to SCO and Newco Options will represent in the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant aggregate a fully diluted equity interest in Newco equal to the terms hereof, difference between 100% and the “Mortgage Loan Schedule”)Caldera Percentage Interest. The Purchaser intends to create a trust transactions described in subpart (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership iii) and (iv) of the assets of foregoing sentence are collectively the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, the"SCO Transaction."

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated and effective as of December March 1, 2016 2024 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, 3650 REIT Loan Servicing LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”), BMO Capital Markets Corp. (“BMO Capital”), Citigroup Global Markets Inc. (“CGMI”), KeyBanc Capital Markets Inc. (“KeyBanc”), SG Americas Securities, LLC (“SGAS”), UBS Securities LLC (“UBS Securities”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Xxxxxxxx Capital, LLC (“Xxxxxxxx”) (collectively collectively, in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of March 15, 2024 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, DBSI, BMO Capital, CGMI, Drexel and Xxxxxxxx (collectively, in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of March 15, 2024 (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated March 15, 2024 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 15, 2024 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 12, 2024, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 12, 2024, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of March 15, 2024 (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, commercial and multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, commercial and/or multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December April 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), and Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator, as custodian (in such capacity, the “Custodian”) and as trustee (in such capacity, the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo UBS Securities LLC (“UBS Securities”), Xxxxxx Xxxxxxx & Co. LLC (“MSC”), Xxxxxx Xxxxxxxx, LLC (“WFSDrexel”), Barclays Capital Inc. Brean Capital, LLC (“BarclaysBrean”), ) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and Deutsche Bank Securities Inc. (“DBSI”) through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, MSC, Drexel, Brean and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated March 28, 2019 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 28, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 20, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by that certain supplement to the preliminary prospectus, dated March 21, 2019 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 20, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, C-III Asset Management LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, UBS Securities, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated June 24, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated June 24, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated June 14, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement), as amended and supplemented by that certain supplement to the preliminary prospectus, dated June 19, 2019 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated June 14, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by that certain supplement to the preliminary private placement memorandum, dated June 19, 2019 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2020 (the “Pooling and Servicing Agreement”), between among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. UBS Securities LLC (“BarclaysUBS Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, UBS Securities, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated August 20, 2020 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 20, 2020 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated August 12, 2020, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated August 12, 2020, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 2018 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations ReviewerTrustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo UBS Securities LLC (“UBS Securities”), Natixis Securities Americas LLC (“Natixis Securities”), SG Americas Securities, LLC (“WFSSGAS”), Barclays KeyBanc Capital Markets Inc. (“BarclaysKeyBanc”), Cantor Xxxxxxxxxx & Co. (“CF&Co.”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and Deutsche Bank Securities Inc. (“DBSI”) through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, Natixis Securities, SGAS, KeyBanc, CF&Co., Drexel, and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated June 28, 2018 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated June 28, 2018 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated June 18, 2018, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by that certain supplement to the preliminary prospectus, dated June 22, 2018 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated June 18, 2018, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Bank, KeyBank National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), KeyBanc Capital Markets Inc. (“KeyBanc”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Capital Inc. Natixis Securities Americas LLC (“BarclaysNatixis Securities”), Xxxxxxxx Capital, LLC (“Xxxxxxxx”) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, KeyBanc, SGAS, Natixis Securities, Xxxxxxxx and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, Barclays Capital Holdings Inc. and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated November 6, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated November 6, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 30, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 30, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2018 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), ) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated August 13, 2018 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 13, 2018 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated August 6, 2018, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated August 6, 2018, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by (i) a series of mortgage pass-through certificates (the “Certificates”)) and (ii) the RR Interest. Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued and the RR Interest will be created pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2020 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), KeyBanc Capital Markets Inc. (“KeyBanc”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Capital Inc. Natixis Securities Americas LLC (“BarclaysNatixis Securities”), Xxxxxxxx Capital, LLC (“Xxxxxxxx”) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, KeyBanc, SGAS, Natixis Securities, Xxxxxxxx and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated June 16, 2020 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated June 16, 2020 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated June 9, 2020, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated June 9, 2020, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. Contemporaneously with this Agreement, Xxxxxx has made a loan to ___________________________ (the “Borrower”) in the principal amount of $_____________.00 (the “Loan”). The Mortgage Loan Seller desires is evidenced by the Supplemental Healthcare Facility Note made by the Borrower in favor of the Lender, dated as of even date herewith (the “Note”), which Note is secured in part by the healthcare facility commonly known as [________________] (the “Healthcare Facility”), authorized to sellreceive mortgage insurance under [Section 232 pursuant to Section §223(d) or §241(a)] of the National Housing Act, assignas amended, transferand located on the real property legally described on Exhibit A attached hereto and incorporated herein by reference (the “Land”) (the Healthcare Facility and any other improvements situated on the Land are referred to herein as the “Improvements”) (the Land, set over the Healthcare Facility, and otherwise convey any other Improvements, together with any and all assets of whatever nature or wherever situated related to the PurchaserLoan, without recourseare hereinafter sometimes referred to as the “Project”). Xxxxxxxx has leased the Healthcare Facility to Master Tenant pursuant to that certain [Name of Master Lease], representation dated as of [______________], as amended from time to time (“Master Lease”). Master Tenant has subleased the Healthcare Facility to [__________________] (the “Operator”) to operate the Healthcare Facility, pursuant to that certain [title of Operator’s sub-lease with Master Tenant] dated as of [____________] (“Sublease”), as now or warrantyhereafter amended, other than as set forth hereinand/or renewed or extended. Operator is subject to that certain Supplemental Healthcare Regulatory Agreement-Operator, between Operator and the Purchaser desires to purchaseUnited States Department of Housing and Urban Development, subject acting by and through the Secretary, his or her successors, assigns or designates (“HUD”), relating to the terms Healthcare Facility and conditions set forth hereinmade as of substantially even date herewith, as the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule same may be amended from time to time (“Operator Regulatory Agreement”). Master Tenant is subject to that certain Supplemental Healthcare Regulatory Agreement-Master Tenant, between Master Tenant and HUD relating to the Healthcare Facility and made as of substantially even date herewith, as the same may be amended from time to time (“Master Tenant Regulatory Agreement”). In addition to the Healthcare Facility, Master Tenant is or will be leasing a number of other healthcare facilities (“Other Healthcare Facilities”), pursuant to the terms hereofMaster Lease, and subleasing each in turn to an affiliated operator (collectively, “Other Operators”), each pursuant to a sublease agreement, as now or hereafter amended and/or renewed or extended (collectively the “Other Subleases”). Lender has or may extend loans in connection with each of the Other Healthcare Facilities, each such loan insured by HUD pursuant to Section 232 of the National Housing Act, as amended, or subsequent legislation (the “Other FHA-insured Loans”). In connection with the Loan, the Borrower, among other things (i) granted to the Lender the Supplemental Healthcare [Mortgage, Deed of Trust, Deed to Secure Debt, Security Deed or other Designation as appropriate in Jurisdiction], Assignment of Leases, Rents and Revenue and Security Agreement, dated as of even date herewith, encumbering the Project, which has been or is being recorded in the real estate records of the jurisdiction in which the Land is located (the “Mortgage Loan ScheduleSecurity Instrument”), and (ii) entered into a Supplemental Healthcare Regulatory Agreement-Borrower with HUD, dated as of even date herewith (the “Borrower Regulatory Borrower Regulatory Agreement”). The Purchaser intends Master Tenant expects to create a trust benefit from the leasing, subleasing, and operation of the Healthcare Facility and has agreed to enter into this Agreement with the Secured Party as security for the Obligations (as defined below). This Agreement, the Note, the Security Instrument, the Borrower Regulatory Agreement, the Operator Regulatory Agreement, the Master Tenant Regulatory Agreement, the Operator Security Agreement, and all other agreements, instruments, and documents which now or in the future exist, in connection with or related to the Loan, whether executed or delivered by or on behalf of Borrower, Operator or Master Tenant, as the same may be amended from time to time, are sometimes collectively referred to as the “Trust”)Loan Documents.” The Master Lease and Sublease shall not be considered Loan Documents. The Master Lease, the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectivelyOperator Regulatory Agreement, the “Trust Fund”) will be evidenced Master Tenant Regulatory Agreement, this Agreement, any agreements subordinating the Master Lease to the Loan, the Subtenant Cross-Default Guaranty, and all other agreements, instruments, and documents which now or in the future exist, in connection with or related to the Master Lease, whether executed or delivered by a series or on behalf of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933Borrower, Operator or Master Tenant, as the same may be amended (the “Securities Act”)from time to time, and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant are sometimes collectively referred to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (Lease Documents.” As a party to the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator Sublease and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision an affiliate of the Pooling Operator, Master Xxxxxx acknowledges and Servicing Agreement agrees that it shall be to benefit directly or indirectly from the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf making of the Trust contemporaneously Loan to Borrower. [If applicable, include the following sentence: Further, Master Tenant acknowledges that it has an identity of interest with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, theBorrower.]

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December March 1, 2016 2021 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, ) and as special servicer (in such capacity, the “Special Servicer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and administrator, as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), SG Americas Securities, LLC (“WFSSGAS”), Barclays KeyBanc Capital Markets Inc. (“BarclaysKeyBanc”), Xxxxxxxx Capital, LLC (“Xxxxxxxx”) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, SGAS, KeyBanc, Xxxxxxxx and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated February 18, 2021 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated February 18, 2021 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated February 11, 2021, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated February 11, 2021, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Academy and DBSI (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated November 29, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated November 29, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated November 14, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated November 14, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December October 1, 2016 2018 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), ) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated October 11, 2018 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated October 11, 2018 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 1, 2018, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 1, 2018, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by (i) a series of mortgage pass-through certificates (the “Certificates”)) and (ii) the RR Interest. Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued and the RR Interest will be created pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 2021 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Bank, KeyBank National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), SG Americas Securities, LLC (“WFSSGAS”), Barclays KeyBanc Capital Markets Inc. (“BarclaysKeyBanc”), Academy Securities, Inc. BMO Capital Markets Corp. (“AcademyBMO Capital Markets”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Deutsche Bank Securities Inc. Xxxxxxxx Capital, LLC (“DBSIXxxxxxxx”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of November 17, 2021 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, SGAS, KeyBanc, BMO Capital Markets, Drexel and Xxxxxxxx (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated November 19, 2021 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated November 19, 2021 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated November 9, 2021, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated November 9, 2021, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December February 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer (in such capacity, the “General Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) and Barclays Capital Inc. (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Deutsche Bank Securities Inc. and Barclays Capital Inc. (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated February 5, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated February 5, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated January 26, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto and as supplemented by that certain supplement to the preliminary prospectus, dated January 29, 2016, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated January 26, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto and as supplemented by that certain supplement to the preliminary private placement memorandum, dated January 29, 2016, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated August 6, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 6, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated July 30, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement), as amended and supplemented by that certain supplement to the preliminary prospectus, dated August 2, 2019 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated July 30, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by that certain supplement to the preliminary private placement memorandum, dated August 2, 2019 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated October 23, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated October 23, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 15, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 15, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Guarantor, the Depositor, the Underwriters and the Initial Purchasers. The Guarantor will provide a payment guarantee with respect to the Mortgage Loan Seller’s obligations under, and as part of, the Indemnification Agreement. The Mortgage Loan Seller and the Guarantor hereby acknowledge that the Guarantor, as sole member of the Mortgage Loan Seller, will benefit from the transactions contemplated by this Agreement and that the Purchaser is not willing to enter into this Agreement or the transactions contemplated hereby in the absence of the agreement of the Mortgage Loan Seller and the Guarantor set forth in this Agreement.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December April 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). (except with respect to the definition of “Servicing File,” which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (“BarclaysMLPF&S”), Xxxxxx Xxxxxxx & Co. LLC (“MS&Co.”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and Deutsche Bank Securities Inc. the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (“DBSI”other than the RR Interest) to WFS, MLPF&S, MS&Co. and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Purchaser intends to transfer the RR Interest to Bank of America, National Association, Xxxxxx Xxxxxxx Bank, N.A. and the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement, dated as of April 6, 2017 (the “RR Interest Transfer Agreement”), by and among the Depositor, the Mortgage Loan Seller, Bank of America, National Association and Xxxxxx Xxxxxxx Bank, N.A. The Certificates are more fully described in (a) that certain prospectus dated April 6, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated April 6, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 28, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale (as defined in the Indemnification Agreement) with respect to the Registered Certificates, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 28, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. UBS Securities LLC (“BarclaysUBS Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, the

RECITALS. The Mortgage Loan Seller PCFII desires to sell, assign, transfer, set over and otherwise convey to the PurchaserBSCMSI, without recourse, representation or warranty, other than as set forth herein, and the Purchaser BSCMSI desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community and commercial mortgage loans (collectively, the “"Mortgage Loans”") identified on the schedule annexed hereto as Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser BSCMSI intends to create a trust (the “"Trust”"), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community and commercial mortgage loans, loans that includes the Mortgage Loans and certain other commercial and multifamily mortgage loans (collectively, the "Trust Mortgage Loans"). Beneficial ownership of the assets of the Trust (such assets collectively, the “"Trust Fund”") will be evidenced by a series of mortgage pass-through certificates (the “"Certificates”"). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations Fitch, Inc. and Standard & Poor's, a division of The McGraw Hill Companies, Inc. (together, the “"Rating Agencies”"). Certain classes of the Certificates (the “"Registered Certificates”") will be registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December September 1, 2016 2006 (the “"Pooling and Servicing Agreement”"), between Xxxxx Fargo Commercial Mortgage Securitiesamong BSCMSI, as depositor (in such capacity, the "Depositor"), Prudential Asset Resources, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as a master servicer (in such capacity, the “a "Master Servicer”"), LNR PartnersWells Fargo Bank, LLCNatxxxxx Association, as special a master servicer (the “Special in such capacity, a "Master Servicer”"), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “"Certificate Administrator”), ") and as tax administrator and as custodian (in such capacity, the “Custodian”"Tax Administrator"), Wilmington TrustLNR Partners, Inc., as a special servicer (a "Special Servicer"), and LaSalle Bank National Association, as trustee (the “"Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”"). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser BSCMSI will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser BSCMSI intends to sell the Registered Certificates to Xxxxx Fargo SecuritiesBear, LLC (“WFS”), Barclays Capital Stearns & Co. Inc. (“Barclays”), Academy Securities, Inc. "XXX") xnd Morgan Stanley & Co. Xxxxxxoxxxxx (“Academy”) "Morgan Stanley"; and Deutsche Bank Securities Inc. (“DBSI”) (collectively xxxxxxex xxxx BSC in such capacity, thethe "Underwriters"), pursuant to an underwriting agreement, dated the date hereof (the "Underwriting Agreement"), among BSCMSI and the Underwriters; and BSCMSI intends to sell the remaining Certificates (the "Non-Registered Certificates") to BSC and Morgan Stanley (togetxxx xx xxxx xxpacities, the "Initial Purchasers") pursuant to a certificate purchase agreement, dated the date hereof (the "Certificate Purchase Agreement"), among BSCMSI and the Initial Purchasers. The Registered Certificates are more fully described in the prospectus dated September 13, 2006 (the "Base Prospectus"), and the supplement to the Base Prospectus dated September 13, 2006 (the "Prospectus Supplement"; and, together with the Base Prospectus, the "Prospectus"), as each may be amended or supplemented at any time hereafter. The Non-Registered Certificates are more fully described in the private placement memorandum dated the date hereof (the "Memorandum"), as it may be amended or supplemented at any time hereafter. PCFII will indemnify the Depositor, the Underwriters the Initial Purchasers and certain related parties with respect to the disclosure regarding the Mortgage Loans that is contained in the Prospectus, the Memorandum and certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the "Indemnification Agreement"), among PCFII, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December October 1, 2016 2020 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), each of LNR Partners, LLC (the “Special Servicer”) and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”)servicer, Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), BofA Securities, Inc. (“BofA Securities”), SG Americas Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysSGAS”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, BofA Securities, SGAS, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, Barclays Capital Holdings Inc. and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated October 14, 2020 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated October 14, 2020 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 6, 2020, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 6, 2020, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires Pursuant to sellthat certain Master Repurchase and Securities Contract, assigndated as of March 13, transfer2014 (as amended, set over and supplemented or otherwise convey modified from time to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectivelytime, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Repurchase Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), among Xxxxx Fargo Bank, National Association (as “Xxxxx Fargo BankBuyer”) and Parlex 5 Xxxxx, LLC (as “Seller”), as master servicer (in such capacitySeller has agreed to sell, the “Master Servicer”)from time to time, LNR Partners, LLCto Buyer certain Purchased Assets, as special servicer (defined in the “Special Servicer”)Repurchase Agreement, upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement, dated as of March 13, 2014, by and among Xxxxx Fargo Bank, as certificate administrator National Association (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington TrustBuyer and Seller (as amended, National Associationsupplemented or otherwise modified from time to time, as trustee (the “TrusteeCustodial Agreement”), and Trimont Real Estate Advisorsthe Custodian is required to take possession of the Purchased Assets, LLCalong with certain other documents specified in the Custodial Agreement, as operating advisor the Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement. The Repurchase Agreement, the Custodial Agreement, this Guarantee and any other agreements executed in connection with the Repurchase Agreement and the Custodial Agreement shall be referred to herein as the “Repurchase Documents”. It is a condition precedent to Buyer purchasing the Purchased Assets pursuant to the Repurchase Agreement that Guarantor shall have executed and delivered this Guarantee with respect to the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following: (a) all payment obligations owing by Seller to Buyer under or in such capacityconnection with the Repurchase Agreement and any other Repurchase Documents; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by Buyer in the enforcement of any of the foregoing or any obligation of Guarantor hereunder; and (d) any other obligations of Seller with respect to Buyer under each of the Repurchase Documents (collectively, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations ReviewerObligations”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, the.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December March 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as general master servicer, LNR Partners, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”), LNR Partners, LLC, ) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Citigroup Global Markets Inc. (“DBSICitigroup”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (other than the RR Interest) to WFS, Academy and Citigroup (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Purchaser intends to sell the RR Interest to Xxxxx Fargo Bank pursuant to the RR Interest Purchase Agreement, dated as of March 1, 2017, by and between the Depositor and Xxxxx Fargo Bank. The Certificates are more fully described in (a) that certain prospectus dated March 13, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 13, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates (other than the RR Interest), as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated February 22, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement), as amended and supplemented by (i) that certain supplement to the preliminary prospectus, dated February 24, 2017 and (ii) that certain supplement to the preliminary prospectus, dated March 10, 2017 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated February 22, 2017, relating to the Non-Registered Certificates (other than the RR Interest) (together with all annexes and exhibits thereto), as amended and supplemented by (i) that certain supplement to the preliminary private placement memorandum, dated February 24, 2017 and (ii) that certain supplement to the preliminary private placement memorandum, dated March 10, 2017 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”), which for the avoidance of doubt, with respect to the Xxxx Xxxxxx Apartments Mortgage Loan, “Mortgage Loans” will refer only to the Mortgage Note related to the Mortgage Loan Seller’s ownership interest therein that is to be transferred. The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by (i) a series of mortgage pass-through certificates (the “Certificates”)) and (ii) the RR Interest. Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued and the RR Interest will be created pursuant to a pooling and servicing agreement to be dated and effective as of December April 1, 2016 2022 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), BMO Capital Markets Corp. (“BMO Capital Markets”), KeyBanc Capital Markets Inc. (“KeyBanc”), SG Americas Securities, LLC (“WFSSGAS”), Barclays Capital Inc. Xxxxxx Xxxxxxxx, LLC (“Barclays”), Academy Securities, Inc. (“AcademyDrexel”) and Deutsche Bank Securities Inc. Xxxxxxxx Capital, LLC (“DBSIXxxxxxxx”) (collectively collectively, in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of March 23, 2022 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, BMO Capital Markets, KeyBanc, SGAS, Drexel and Xxxxxxxx (collectively, in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of March 23, 2022 (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated March 24, 2022 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 24, 2022 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 18, 2022, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 18, 2022, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of March 23, 2022 (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community commercial mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community commercial mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December May 1, 2016 2024 (the “Pooling and Servicing Agreement”), between among X.X. Xxxxxx Xxxxx Fargo Commercial Mortgage Securities, Inc.Securities Corp., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator, as custodian (in such capacity, the “Custodian”) and as trustee (in such capacity, the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File,” which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to X.X. Xxxxxx Securities LLC (“JPMS”), Xxxxxx Xxxxxxx & Co. LLC (“MS&Co.”), Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital BofA Securities, Inc. (“BarclaysBofA Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel” and, collectively with JPMS, MS&Co., WFS, BofA Securities and Academy, in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, JPMorgan Chase Bank, National Association (“JPMCB”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to JPMS, MS&Co., WFS, BofA Securities, Academy and Drexel (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, JPMCB and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated April 19, 2024 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated April 19, 2024 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated April 15, 2024, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale (as defined in the Indemnification Agreement), the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated April 15, 2024, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December May 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Wxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and ), Deutsche Bank Securities Inc. (“DBSI”) and Natixis Securities Americas LLC (“Natixis Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Academy, DBSI and Natixis Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated May 12, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated May 12, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller and Basis Investment will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated May 3, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated May 3, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, Basis Investment, the Depositor, the Underwriters and the Initial Purchasers. The Mortgage Loan Seller and Basis Investment hereby acknowledge that Basis Investment, as owner of a direct interest in the Mortgage Loan Seller, will benefit from the transactions contemplated by this Agreement and that the Purchaser is not willing to enter into this Agreement and the transactions contemplated hereby without the agreement by Basis Investment to the terms hereof.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or and manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A, except in the case of the Mortgage Loan identified on Exhibit A as Bxxxxxx Industrial Portfolio III, only the portion of such Mortgage Loan secured by the individual properties other than the individual property identified on Exhibit A as San Diego Union – Tribune (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December September 1, 2016 2013 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.among the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer (in such capacity, the “Master Servicer”), LNR PartnersNCB, LLCFSB, as special NCB master servicer (in such capacity, the “Special NCB Master Servicer”), Xxxxx Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), Wilmington TrustRialto Capital Advisors, LLC, as general special servicer (the “Special Servicer”), NCB, FSB as co-op special servicer (in such capacity, the “Co-op Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), and U.S. Bank National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital RBS Securities Inc. (“Barclays”), Academy RBS Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (” and, collectively with WFS and RBS Securities in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, RBS Securities and Gxxxxxx, Sxxxx & Co. (“GS&Co.” and, collectively with WFS and RBS Securities in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated the date hereof (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated July 8, 2013 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated the date hereof (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated September 6, 2013, relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated September 6, 2013, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Citigroup Global Markets Inc. (“AcademyCitigroup”) and Deutsche Bank ), Natixis Securities Inc. Americas LLC (“DBSINatixis Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, Citigroup and Natixis Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated August 11, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 11, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated August 3, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement), as amended and supplemented by that certain supplement to the preliminary prospectus, dated August 7, 2017 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated August 3, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, as amended and supplemented by that certain supplement to the preliminary private placement memorandum, dated August 7, 2017 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community commercial mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community commercial mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December April 1, 2016 2023 (the “Pooling and Servicing Agreement”), between among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Computershare Trust Company, N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator, as custodian (in such capacity, the “Custodian”) and as trustee (in such capacity, the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File,” which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital BofA Securities, Inc. (“BarclaysBofA Securities”), Xxxxxx Xxxxxxx & Co. LLC (“MS&Co.”), Citigroup Global Markets Inc. (“CGMI”), Academy Securities, Inc. (“Academy”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Deutsche Bank Securities Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC (“DBSIXxxxxxx Xxxxxxxx” and, collectively with WFS, BofA Securities, MS&Co., CGMI, Academy and Drexel, in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (other than the RR Interest) to WFS, BofA Securities, MS&Co., CGMI, Academy, Drexel and Xxxxxxx Xxxxxxxx (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Purchaser intends to transfer the RR Interest to Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”), Citi Real Estate Funding Inc. (“CREFI”) and Xxxxxx Xxxxxxx Bank, N.A. (“MSBNA”) pursuant to the RR Interest Transfer Agreement, dated as of March 30, 2023 (the “RR Interest Transfer Agreement”), between the Depositor, Xxxxx Fargo, CREFI and MSBNA. The Certificates are more fully described in (a) that certain prospectus dated March 31, 2023 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 31, 2023 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates (other than the RR Interest), as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 23, 2023, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale (as defined in the Indemnification Agreement), the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 23, 2023, relating to the Non-Registered Certificates (other than the RR Interest) (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. SG Americas Securities, LLC (“DBSISG Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays, UBS Securities, Academy and SG Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated July 18, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated July 18, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller and Basis Investment will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated July 11, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by supplement to the preliminary prospectus, dated July 13, 2016 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated July 11, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by supplement to the preliminary private placement memorandum, dated July 13, 2016 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, Basis Investment, the Depositor, the Underwriters and the Initial Purchasers. The Mortgage Loan Seller and Basis Investment hereby acknowledge that Basis Investment, as owner of a direct interest in the Mortgage Loan Seller, will benefit from the transactions contemplated by this Agreement and that the Purchaser is not willing to enter into this Agreement and the transactions contemplated hereby without the agreement by Basis Investment to the terms hereof.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December April 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). (except with respect to the definition of “Servicing File,” which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (“BarclaysMLPF&S”), Xxxxxx Xxxxxxx & Co. LLC (“MS&Co.”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and Deutsche Bank Securities Inc. the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (“DBSI”other than the RR Interest) to WFS, MLPF&S, MS&Co. and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Purchaser intends to transfer the RR Interest to Xxxxx Fargo Bank, National Association, Xxxxxx Xxxxxxx Bank, N.A. and the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement, dated as of April 6, 2017 (the “RR Interest Transfer Agreement”), by and among the Depositor, Xxxxx Fargo Bank, National Association, the Mortgage Loan Seller and Xxxxxx Xxxxxxx Bank, N.A. The Certificates are more fully described in (a) that certain prospectus dated April 6, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated April 6, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 28, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale (as defined in the Indemnification Agreement) with respect to the Registered Certificates, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 28, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Wxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Wxxxx Fargo Bank”), as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as general special servicer (the “General Special Servicer”), Xxxxx National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Wxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. SG Americas Securities, LLC (“DBSISG Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays, UBS Securities, Academy and SG Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated July 18, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated July 18, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated July 11, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by supplement to the preliminary prospectus, dated July 13, 2016 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated July 11, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto), as amended and supplemented by supplement to the preliminary private placement memorandum, dated July 13, 2016 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to Title VI of the Purchaser, without recourse, representation or warranty, other than Federal Water Pollution Control Act (commonly known as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “TrustClean Water Act”), as amended by the primary assets Water Quality Act of which will be a segregated pool 1987 (“Title VI”), authorizes the Environmental Protection Agency (“EPA”) to award grants to qualifying States to establish and capitalize State water pollution control revolving funds (“SRFs”) for the purpose of commercialproviding loans and certain other forms of financial assistance (but not grants) to finance, multifamily and/or manufactured housing community mortgage loansamong other things, that includes the Mortgage Loansconstruction and improvement of publicly-owned wastewater treatment facilities and the implementation of estuary conservation management plans and nonpoint source management programs. Beneficial ownership As contemplated by Title VI, the General Assembly of the assets State at its 1988 session enacted the Maryland Water Quality Financing Administration Act, codified at Sections 9-1601 through 9-1622 of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes Environment Article of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes Annotated Code of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933Maryland, as amended (the “Securities Act”), and certain classes of Certificates establishing an SRF designated the Maryland Water Quality Revolving Loan Fund (the “Non-Registered CertificatesFund”) will not to be registered under maintained and administered by the Securities ActAdministration. The Trust will be created and Act authorizes the Certificates will be issued pursuant Administration, among other things, to make a loan from the Fund to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date local government” (as defined in Section 1 hereofthe Act) for the purpose of financing all or a portion of the cost of a “wastewater facility” project (as defined in the Act). Any reference to The Borrower, which is a provision “local government” within the meaning of the Pooling and Servicing Agreement shall be Act, has applied to the Pooling Administration for a loan from the Fund to assist in the financing of a certain project or projects of the Borrower (the “Project,” as defined herein) which constitutes a “wastewater facility” within the meaning of the Act. The Project is one designated for funding in an Intended Use Plan promulgated by the Administration in accordance with regulations issued by the EPA pursuant to Title VI, and Servicing Agreement the Project conforms to the applicable “county plan” adopted pursuant to the requirements of Subtitle 5 of Title 9 of the Environment Article of the Annotated Code of Maryland, as in full force and effect amended. The Director of the Administration has determined that the making of a loan to the Borrower for the purpose of assisting the financing of the Project, on the Closing Dateterms and conditions hereinafter set forth, is necessary and desirable in the public interest, will promote the health, safety and welfare of the inhabitants of the State and the United States by assisting in the prevention of pollution of the environment, and will further the purposes of Title VI and the Act. It is anticipated that The Act authorizes the Purchaser will transfer the Mortgage Loans Administration, subject to the Trustee on behalf prior approval of the Trust contemporaneously with its purchase Secretary of the Mortgage Loans hereunderDepartment and the Board of Public Works, to issue its revenue bonds for the purpose of providing monies for deposit to the Fund. The Purchaser intends to Administration may issue and sell one or more series of such revenue bonds (the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“AcademyBonds”) for the purpose of providing monies for deposit to the Fund in an amount sufficient, together with certain other monies expected to be available for that purpose, to enable the Administration to make, or reimburse the Administration for making, a loan to the Borrower and Deutsche Bank Securities Inc. (“DBSI”) (collectively certain other entities to assist in the financing of projects, all as contemplated by the Administration’s Intended Use Plan. The revenues from this loan and such capacityother loans, thewhether or not funded from the proceeds of Bonds, may be pledged by the Administration to secure Bonds.

RECITALS. The Mortgage Loan Seller desires Borrower and Lender are parties to sellthat certain Amended and Restated Credit and Security Agreement dated as of September 24, assign2014, transferexecuted by and among certain Borrowers, set over Guarantors, and otherwise convey Lender as the same has been amended, restated, modified or supplemented from time to time prior to the Purchaserdate hereof (the “Existing Credit Agreement”) pursuant to which Lender made certain revolving loans and other financial accommodations to Borrower (the “Existing Loans”), without recourseand Borrower granted to Lender a security interest in all of the Collateral (as described in the Existing Credit Agreement, representation or warrantythe “Existing Collateral”) as security for all of the Indebtedness (as defined therein, the “Existing Obligations”). Pursuant to the Existing Credit Agreement, Lender and Borrower entered into various other than Loan Documents (as defined in the Existing Credit Agreement) (collectively, including the Existing Credit Agreement, the “Existing Loan Documents”). Borrower has requested that Lender agree to increase, extend, and continue to provide the Existing Loans, as well as make certain additional financial accommodations to Borrower. The parties have agreed (i) to amend and restate the Existing Credit Agreement in its entirety as set forth herein, (ii) that, from and after the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms date hereof, the “Mortgage Existing Loans and the other Existing Obligations outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms set forth in this Agreement and the other Loan Schedule”). The Purchaser intends Documents, and (iii) that the Existing Obligations are and shall continue to create a trust be (the “Trust”)and all Obligations incurred pursuant hereto shall be) secured by, among other things, the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes Existing Collateral as well as the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date other Collateral (as defined in Section 1 hereofherein). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated the intent of the parties that the Purchaser will transfer execution and delivery of this Agreement, which is made for the Mortgage Loans to purposes described in the Trustee on behalf foregoing recitals, shall not effectuate a novation of any of the Trust contemporaneously with its purchase Existing Loan Documents, or except as set forth herein constitute a release or discharge of the Mortgage Loans hereunder. The Purchaser intends to sell Existing Obligations or the Registered Certificates to Xxxxx Fargo SecuritiesExisting Collateral, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) but rather as a substitution of certain terms governing the payment and Deutsche Bank Securities Inc. (“DBSI”) (collectively in performance of such capacity, theobligations and indebtedness.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Wxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Wxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLCKeyBank National Association, as special servicer (the “Special Servicer”), Xxxxx Wxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), UBS Securities LLC (“UBS Securities”), Deutsche Bank Securities Inc. (“DBSI”) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (other than the Vertical RR Interest) to WFS, Barclays Capital, UBS Securities, DBSI and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank and the Initial Purchasers. The Purchaser intends to transfer the Vertical RR Interest to Wxxxx Fargo Bank and Barclays Bank PLC pursuant to the U.S. Credit Risk Retention Agreement, dated as of June 27, 2017, by and between the Depositor, Wxxxx Fargo Bank and Barclays Bank PLC. The Certificates are more fully described in (a) that certain prospectus dated June 28, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated June 28, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates (other than the Vertical RR Interest), as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated June 21, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement) as amended and supplemented by that certain supplement to the preliminary prospectus, dated June 23, 2017 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated June 21, 2017, relating to the Non-Registered Certificates (other than the Vertical RR Interest) (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December October 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx UBS Securities LLC (“UBS Securities”), Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. CIBC World Markets Corp., Brean Capital, LLC (“BarclaysBrean”), Bxxxxxxx Capital, LLC (“Bxxxxxxx”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Dxxxxx Xxxxxxxx, LLC (“DBSIDrexel” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, WFS, Brean, Bancroft, Academy and Drexel (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated September 27, 2019 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated September 27, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated September 20, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated September 20, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December May 1, 2016 2021 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLCArgentic Services Company LP, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Deutsche Bank Securities Inc. Xxxxxxx Xxxxxxxx Shank & Co., LLC (“DBSIXxxxxxx Xxxxxxxx Xxxxx”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, UBS Securities, Academy, Drexel and Xxxxxxx Xxxxxxxx Xxxxx (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated April 23, 2021 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated April 23, 2021 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated April 16, 2021, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated April 16, 2021, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Xxxxxx Xxxxxxx Capital I Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), LNR Partners, Park Bridge Lender Services LLC, as special servicer operating advisor (in such capacity, the “Special ServicerOperating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File,” which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxxx Xxxxxxx & Co. LLC (“MS&Co.”), Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (“BarclaysMLPF&S”) and Xxxxxx Xxxxxxxx, LLC (“Drexel” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), Academy Securitiesbetween the Purchaser, Inc. Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (“Academy”other than the RR Interest) to MS&Co., WFS and Deutsche Bank Securities Inc. (“DBSI”) MLPF&S (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers. The Purchaser intends to transfer the RR Interest to Xxxxxx Xxxxxxx Bank, N.A., Xxxxx Fargo Bank, National Association and Bank of America, National Association pursuant to the RR Interest Transfer Agreement, dated as of the date hereof (the “RR Interest Transfer Agreement”), between the Depositor, Xxxxxx Xxxxxxx Bank, N.A., Xxxxx Fargo Bank, National Association and Bank of America, National Association. The Certificates are more fully described in (a) that certain prospectus dated June 19, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated June 19, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated June 12, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale (as defined in the Indemnification Agreement) with respect to the Registered Certificates, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated June 12, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, C-III Asset Management LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and as NCB special servicer (in such capacity, the “NCB Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Citigroup Global Markets Inc. (“DBSICitigroup”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays, Academy and Citigroup (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated October 25, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated October 25, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 18, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 18, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated (“BarclaysMLPF&S”), Xxxxxx Xxxxxxx & Co. LLC (“MS&C”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (other than the RRI Interest) to WFS, MLPF&S, MS&C, Academy and Drexel (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Purchaser intends to sell the RRI Interest to Bank of America, National Association, Xxxxxx Xxxxxxx Bank, N.A. and the Mortgage Loan Seller pursuant to the RRI Interest Purchase Agreement, dated as of August 4, 2016, by and among the Depositor, the Mortgage Loan Seller, Bank of America, National Association and Xxxxxx Xxxxxxx Bank, N.A. The Certificates are more fully described in (a) that certain prospectus dated August 5, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated August 5, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated August 1, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated August 1, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), ) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated November 20, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated November 20, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated November 13, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement) (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated November 13, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto) (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 2019 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. Xxxxxx Xxxxxxxx, LLC (“DBSIDrexel”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays Capital, Academy and Drexel (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated October 23, 2019 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated October 23, 2019 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller and BCHI (to the same extent as the Mortgage Loan Seller) will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 15, 2019, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 15, 2019, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, BCHI, the Depositor, the Underwriters and the Initial Purchasers. The Mortgage Loan Seller and BCHI hereby acknowledge that BCHI, as owner of an indirect interest in the Mortgage Loan Seller, will benefit from the transactions contemplated by this Agreement and that the Purchaser is not willing to enter into this Agreement or the transactions contemplated hereby in the absence of the agreement of the Mortgage Loan Seller and BCHI set forth in this Agreement.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A, except in the case of the Mortgage Loan identified on Exhibit A as CSM Bakery Supplies Portfolio II, only the portion of such Mortgage Loan secured by the individual properties other than the individual properties identified on Exhibit A as 0000 Xxxxxx Xxxxxx, 00000 Xxxxxxx Xxxxxx and 00000 Xxxxxxx Xxxx Xxxxx (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December September 1, 2016 2014 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.among the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer (in such capacity, the “Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as general special servicer (the “Special Servicer”), NCB, FSB, as NCB master servicer (in such capacity, the “NCB Master Servicer”), NCB, FSB, as NCB special servicer (in such capacity, the “NCB Special Servicer”), Pentalpha Surveillance LLC, as trust advisor (the “Trust Advisor”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital RBS Securities Inc. (“Barclays”), Academy RBS Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (” and, collectively with WFS and RBS Securities in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, RBS Securities and Citigroup Global Markets Inc. (“Citigroup” and, collectively with WFS and RBS Securities in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated September 9, 2014 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated August 29, 2014 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated September 9, 2014 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated August 29, 2014, relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated August 29, 2014, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to Title VI of the Purchaser, without recourse, representation or warranty, other than Federal Water Pollution Control Act (commonly known as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “TrustClean Water Act”), as amended by the primary assets Water Quality Act of which will be a segregated pool 1987 (“Title VI”), authorizes the Environmental Protection Agency (“EPA”) to award grants to qualifying States to establish and capitalize State water pollution control revolving funds (“SRFs”) for the purpose of commercialproviding loans and certain other forms of financial assistance (but not grants) to finance, multifamily and/or manufactured housing community mortgage loansamong other things, that includes the Mortgage Loansconstruction and improvement of publicly-owned wastewater treatment facilities and the implementation of estuary conservation management plans and nonpoint source management programs. Beneficial ownership As contemplated by Title VI, the General Assembly of the assets State at its 1988 session enacted the Maryland Water Quality Financing Administration Act, codified at Sections 9-1601 through 9-1622 of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes Environment Article of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes Annotated Code of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933Maryland, as amended (the “Securities Act”), and certain classes of Certificates establishing an SRF designated the Maryland Water Quality Revolving Loan Fund (the “Non-Registered CertificatesFund”) will not to be registered under maintained and administered by the Securities ActAdministration. The Trust will be created and Act authorizes the Certificates will be issued pursuant Administration, among other things, to make a loan from the Fund to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date local government” (as defined in Section 1 hereofthe Act) for the purpose of financing all or a portion of the cost of a “wastewater facility” project (as defined in the Act). Any reference to The Borrower, which is a provision “local government” within the meaning of the Pooling and Servicing Agreement shall be Act, has applied to the Pooling Administration for a loan from the Fund to assist in the financing of a certain project or projects of the Borrower (the “Project,” as defined herein) which constitutes a “wastewater facility” within the meaning of the Act. The Project is one designated for funding in an Intended Use Plan promulgated by the Administration in accordance with regulations issued by the EPA pursuant to Title VI, and Servicing Agreement the Project conforms to the applicable “county plan” adopted pursuant to the requirements of Subtitle 5 of Title 9 of the Environment Article of the Annotated Code of Maryland, as in full force and effect amended. The Director of the Administration has determined that the making of a loan to the Borrower for the purpose of assisting the financing of the Project, on the Closing Date. It terms and conditions hereinafter set forth, is anticipated that necessary and desirable in the Purchaser public interest, will transfer promote the Mortgage Loans to the Trustee on behalf health, safety and welfare of the Trust contemporaneously with its purchase inhabitants of the Mortgage Loans hereunder. The Purchaser intends to sell State and the Registered Certificates to Xxxxx Fargo SecuritiesUnited States by assisting in the prevention of pollution of the environment, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thewill further the purposes of Title VI and the Act.

RECITALS. The Mortgage Loan Seller RBS desires to sell, assign, transfer, set over and otherwise convey to the PurchaserRBSCF, without recourse, representation or warranty, other than as set forth herein, and the Purchaser RBSCF desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or and manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser RBSCF intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2012 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.among RBSCF, as depositor (in such capacity, the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), Wilmington TrustTorchlight Loan Services, National AssociationLLC, as special servicer (the “Special Servicer”), TriMont Real Estate Advisors, Inc., as trust advisor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser RBSCF will transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser RBSCF intends to sell the Registered Certificates to RBS Securities Inc. (“RBS Securities”), Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively ” and, together with WFS and RBS Securities in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among RBSCF, RBS and the Underwriters. RBSCF intends to sell the Non-Registered Certificates to WFS, RBS Securities, DBSI and X.X. Xxxxxx Securities LLC (“JPMorgan” and, together with WFS, RBS Securities and DBSI in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among RBSCF, RBS and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated the date hereof (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated as of May 29, 2012 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated as of the date hereof (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. RBS will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated as of May 29, 2012, relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated as of May 29, 2012, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among RBS, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A, except in the case of the Mortgage Loan identified on Exhibit A as Xxxxxxx Xxxxx Mall, only the portion of such Mortgage Loan secured by Note A-2 with a Cut-off Date Principal Balance of $21,373,641 (such portion, the “Xxxxxxx Xxxxx Mall Mortgage Loan”) (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December August 1, 2016 2015 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Trimont Real Estate Advisors, Inc., as trust advisor (the “Trust Advisor”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital SG Americas Securities, LLC (“SGAS”), Citigroup Global Markets Inc. (“BarclaysCitigroup”), Academy Securities, Inc. Xxxxxx Xxxxxxx & Co. LLC (“AcademyXxxxxx Xxxxxxx”) and Deutsche Bank Natixis Securities Inc. Americas LLC (“DBSINatixis” and, together with WFS, SGAS, Citigroup and Xxxxxx Xxxxxxx, in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, SGAS, Citigroup, Xxxxxx Xxxxxxx and Natixis (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated August 19, 2015 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated August 3, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated August 19, 2015 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated August 3, 2015, relating to the Registered Certificates, together with all annexes and exhibits thereto (as supplemented by (i) that certain supplement to the free writing prospectus, dated August 14, 2015 and (ii) that certain supplement to the free writing prospectus, dated August 18, 2015, the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated August 3, 2015, relating to the Non-Registered Certificates, together with all annexes and exhibits thereto (as supplemented by that certain supplement to the preliminary private placement memorandum, dated August 14, 2015, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Pursuant to that certain Master Repurchase Agreement, dated as of August 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), among Wachovia Bank, National Association (as “Buyer”) and CBRE Realty Finance Holdings IV, LLC, and CBRE Realty Finance TRS Warehouse Funding III, LLC, (collectively, “Seller”), Seller desires has agreed to sell, assignfrom time to time, transferto Buyer certain Whole Loans, set over Junior Participation Interests, Mezzanine Loans, Bridge Loans, Construction Loans and otherwise convey to CMBS each as defined in the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans Repurchase Agreement (collectively, the “Mortgage LoansPurchased Assets”) identified on ), upon the schedule annexed hereto terms and subject to the conditions as Exhibit A (as such schedule may be amended from time to time pursuant set forth therein. Pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced certain Custodial Agreement by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association N.A. (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington TrustBuyer, National Association, as trustee Seller (the “TrusteeCustodial Agreement”), and Trimont Real Estate Advisorsthe Custodian is required to take possession of the Mortgage Assets, LLCalong with certain other documents specified in the Custodial Agreement, as operating advisor the Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement. The Repurchase Agreement, the Custodial Agreement, this Guarantee and any other agreements executed in connection with the Repurchase Agreement and the Custodial Agreement shall be referred to herein as the “Governing Agreements”. It is a condition precedent to Buyer purchasing the Mortgage Assets pursuant to the Repurchase Agreement that the Guarantors shall have executed and delivered this Guarantee with respect to the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise, of all of the following: (a) all payment obligations owing by Seller to Buyer under or in such capacityconnection with the Repurchase Agreement and any other Governing Agreements; (b) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by Buyer in the enforcement of any of the foregoing or any obligation of the Guarantors hereunder; and (d) any other obligations of Seller with respect to Buyer under each of the Governing Agreements (collectively, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations ReviewerObligations”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, the.

RECITALS. The Mortgage Loan Pursuant to that certain Amended and Restated Master Repurchase Agreement, dated as of May 14, 2003 (as amended, supplemented or otherwise modified from time to time, the "Original Repurchase Agreement"), between CDC and the Seller, the Seller desires has agreed to sell, assignfrom time to time, transfer, set over to CDC certain mortgage loans (the "Mortgage Loans") as whole loans upon the terms and otherwise convey subject to the Purchaser, without recourse, representation or warranty, other than as conditions set forth hereintherein. The Guarantor owns indirectly all interests in the Seller. Pursuant to the terms of that certain Amended and Restated Custodial and Disbursement Agreement, dated as of May 14, 2003 (the "Custodial and Disbursement Agreement"), Deutsche Bank National Trust Company ("Deutsche Bank") is required to (i) take possession of the Mortgages and the Purchaser desires to purchaseMortgage Notes, subject to along with certain other documents specified in the Agreements, as the Custodian of CDC and any future purchaser, on several delivery dates, in accordance with the terms and conditions set forth hereinof the Custodial and Disbursement Agreement and (ii) hold certain accounts of the Seller and CDC and disburse certain funds in accordance with the terms of the Custodial and Disbursement Agreement. Pursuant to that certain Amendment to the Amended and Restated Master Repurchase Agreement, dated as of January 1, 2004 (the "Amendment", and collectively with the Original Repurchase Agreement as amended from time to time, the commercial"Repurchase Agreement"), multifamily and/or manufactured housing community mortgage loans between CDC and the Seller, CDC and the Seller have agreed to amend the Original Repurchase Agreement to modify certain covenants, events of default and representations and warranties relating to the Mortgage Loans. It is a condition precedent to CDC's entering into the Amendment that the Guarantor shall have executed and delivered this Guarantee with respect to any and all representations, warranties, covenants and other obligations (collectively, the “Mortgage Loans”"Obligations") identified on of the schedule annexed hereto as Exhibit A (as such schedule may be amended from time Seller with respect to time pursuant to CDC under each of the terms hereofRepurchase Agreement, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), Custodial and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created Disbursement Agreement and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, theeach other Repurchase Document.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2014 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankSitus Holdings, LLC, as certificate administrator trust advisor (in such capacity, the “Certificate AdministratorTrust Advisor”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital RBS Securities Inc. (“Barclays”), Academy RBS Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively ” and, together with WFS and RBS Securities in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of May 21, 2014 (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, RBS Securities and Citigroup Global Markets Inc. (“Citigroup” and, together with WFS and RBS Securities in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of May 21, 2014 (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated June 2, 2014 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated September 6, 2013 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated June 2, 2014 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated May 14, 2014, relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated May 14, 2014, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, commercial and multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, commercial and multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December April 1, 2016 2015 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Wilmington Trust, National Association, as trustee (the “Trustee”), Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLCInc., as operating trust advisor (in such capacity, the “Operating Trust Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”) and Natixis Securities Americas LLC (“Natixis” and, together with WFS and Barclays in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), Academy Securitiesbetween the Purchaser, Inc. (“Academy”) Wxxxx Fargo Bank, National Association and Deutsche Bank Securities Inc. (“DBSI”) the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Barclays and Natixis (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated April 21, 2015 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated January 28, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated April 21, 2015 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated April 14, 2015, relating to the Registered Certificates, together with all annexes and exhibits thereto (as supplemented by those certain supplements to the Free Writing Prospectus, dated April 17, 2015 and April 20, 2015, the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated April 14, 2015, relating to the Non-Registered Certificates , together with all annexes and exhibits thereto (as supplemented by that certain supplement to the Preliminary Private Placement Memorandum, dated April 17, 2015, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo UBS Commercial Mortgage Securities, Inc.Securitization Corp., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, CWCapital Asset Management LLC, as special servicer (the a “Special Servicer”), AEGON USA Realty Advisors, LLC, as Save Mart Portfolio special servicer (a “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to UBS Securities LLC (“UBS Securities”), Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. SG Americas Securities, LLC (“BarclaysSGAS”), Natixis Securities Americas LLC (“Natixis Securities”), CIBC World Markets Corp. (“CIBC World Markets”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, UBS AG, by and Deutsche Bank through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to UBS Securities, WFS, SGAS, Natixis Securities Inc. (“DBSI”) and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, UBS AG, by and through its New York branch office at 1285 Avenue of the Americas, New York, New York and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated June 1, 2017 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated June 1, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated May 22, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated May 22, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller Basis desires to sell, assign, transfer, set over and otherwise convey to the PurchaserRBSCF, without recourse, representation or warranty, other than as set forth herein, and the Purchaser RBSCF desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or and manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser RBSCF intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2012 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.among RBSCF, as depositor (in such capacity, the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), Wilmington TrustTorchlight Loan Services, National AssociationLLC, as special servicer (the “Special Servicer”), TriMont Real Estate Advisors, Inc., as trust advisor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser RBSCF will transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser RBSCF intends to sell the Registered Certificates to RBS Securities Inc. (“RBS Securities”), Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively ” and, together with WFS and RBS Securities in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among RBSCF, The Royal Bank of Scotland plc and the Underwriters. RBSCF intends to sell the Non-Registered Certificates to WFS, RBS Securities, DBSI and X.X. Xxxxxx Securities LLC (“JPMorgan” and, together with WFS, RBS Securities and DBSI in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among RBSCF, The Royal Bank of Scotland plc and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated the date hereof (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated as of May 29, 2012 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated as of the date hereof (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. Basis Investment will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated as of May 29, 2012, relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated as of May 29, 2012, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among Basis Investment, the Depositor, the Underwriters and the Initial Purchasers. Basis and Basis Investment hereby acknowledge that Basis Investment, as owner of a direct interest in Basis, will benefit from the transactions contemplated by this Agreement and that the Purchaser is not willing to enter into this Agreement and the transactions contemplated hereby without the agreement by Basis Investment to the terms hereof.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December March 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as general master servicer (in such capacity, the “General Master Servicer”), LNR Partners, LLC, as general special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Citigroup Global Markets Inc. (“DBSICitigroup”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (other than the RR Interest) to WFS, Academy and Citigroup (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Purchaser intends to sell the RR Interest to the Mortgage Loan Seller pursuant to the RR Interest Purchase Agreement, dated as of March 1, 2017, by and between the Depositor and the Mortgage Loan Seller. The Certificates are more fully described in (a) that certain prospectus dated March 13, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 13, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates (other than the RR Interest), as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated February 22, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement), as amended and supplemented by (i) that certain supplement to the preliminary prospectus, dated February 24, 2017 and (ii) that certain supplement to the preliminary prospectus, dated March 10, 2017 (collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated February 22, 2017, relating to the Non-Registered Certificates (other than the RR Interest) (together with all annexes and exhibits thereto), as amended and supplemented by (i) that certain supplement to the preliminary private placement memorandum, dated February 24, 2017 and (ii) that certain supplement to the preliminary private placement memorandum, dated March 10, 2017 (collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires Issuer deems it necessary to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended issue from time to time for its lawful purposes senior debt securities (hereinafter called the “Securities”) evidencing its unsecured and unsubordinated indebtedness, and has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the Securities, unlimited as to principal amount, to bear interest at the rates or formulas, to mature at such times and to have such other provisions as shall be fixed as hereinafter provided. The Guarantor deems it necessary to provide its Guarantee (as defined herein) of the Issuer’s obligations under some or all of the Securities as contemplated herein. This Indenture has been amended and restated in its entirety pursuant to the terms Eighth Supplemental Indenture to the Original Indenture, dated January 3, 2023, among the Issuer, the Guarantor and the Trustee, in accordance with Sections 901(2) and 901(9) of the Original Indenture, in order to (i) amend the Original Indenture to provide a full and unconditional guarantee of the obligations of the Issuer by the Guarantor in respect of (x) each series of the Outstanding Securities (as defined herein) and (y) at the election of the Issuer, as set out in Article Four of this Indenture, for the benefit of Holders of each series of Securities created on or after the date hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership in each case in accordance with Section 901(2) of the assets Original Indenture, and (ii) make certain other changes to the Indenture consistent with the foregoing provisions in accordance with Section 901(9) of the Original Indenture. This Indenture is subject to the provisions of the Trust (Indenture Act of 1939, as amended, that are deemed to be incorporated into this Indenture and shall, to the extent applicable, be governed by such assets collectively, the “Trust Fund”) will be evidenced by provisions. All things necessary to make this Indenture a series of mortgage pass-through certificates (the “Certificates”). Certain classes valid agreement of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created Issuer and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1Guarantor, 2016 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously accordance with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securitiesterms, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thehave been done.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated and effective as of December November 1, 2016 2023 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo among Barclays Commercial Mortgage Securities, Inc.Securities LLC, as depositor (the “Depositor”), Xxxxx Fargo Midland Loan Services, a Division of PNC Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo BankComputershare Trust Company, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, ) and as trustee (in such capacity, the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Barclays Capital Inc. (“Barclays Capital”), BofA Securities, Inc. (“BofA Securities”), BMO Capital Markets Corp. (“BMO Capital Markets”), SG Americas Securities, LLC (“WFSSGAS”), Barclays KeyBanc Capital Markets Inc. (“BarclaysKeyBanc”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Xxxxxxxx Financial Group, Inc. (“DBSIMischler”) (collectively collectively, in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of October 19, 2023 (the “Underwriting Agreement”), among the Purchaser, Barclays Capital Holdings Inc. (“BCHI”) and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital, BofA Securities, BMO Capital Markets, SGAS, KeyBanc, Academy and Mischler (collectively, in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of October 19, 2023 (the “Certificate Purchase Agreement”), among the Purchaser, BCHI and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated October 20, 2023 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated October 20, 2023 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated October 16, 2023, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated October 16, 2023, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of October 19, 2023 (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller PMCF desires to sell, assign, transfer, set over and otherwise convey to the PurchaserBSCMSI, without recourse, representation or warranty, other than as set forth herein, and the Purchaser BSCMSI desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community and commercial mortgage loans (collectively, the “"Mortgage Loans”") identified on the schedule annexed hereto as Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser BSCMSI intends to create a trust (the “"Trust”"), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community and commercial mortgage loans, loans that includes the Mortgage Loans and certain other commercial and multifamily mortgage loans (collectively, the "Trust Mortgage Loans"). Beneficial ownership of the assets of the Trust (such assets collectively, the “"Trust Fund”") will be evidenced by a series of mortgage pass-through certificates (the “"Certificates”"). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations Fitch, Inc. and Standard & Poor's, a division of The McGraw Hill Companies, Inc. (together, the “"Rating Agencies”"). Certain classes of the Certificates (the “"Registered Certificates”") will be registered under the Securities Act of 1933, as amended (the “"Securities Act”"), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December September 1, 2016 2006 (the “"Pooling and Servicing Agreement”"), between Xxxxx Fargo Commercial Mortgage Securitiesamong BSCMSI, as depositor (in such capacity, the "Depositor"), Prudential Asset Resources, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as a master servicer (in such capacity, the “a "Master Servicer”"), LNR PartnersWells Fargo Bank, LLCNatxxxxx Association, as special a master servicer (the “Special in such capacity, a "Master Servicer”"), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “"Certificate Administrator”), ") and as tax administrator and as custodian (in such capacity, the “Custodian”"Tax Administrator"), Wilmington TrustLNR Partners, Inc., as a special servicer (a "Special Servicer"), and LaSalle Bank National Association, as trustee (the “"Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”"). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser BSCMSI will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser BSCMSI intends to sell the Registered Certificates to Xxxxx Fargo SecuritiesBear, LLC (“WFS”), Barclays Capital Stearns & Co. Inc. (“Barclays”), Academy Securities, Inc. "XXX") xnd Morgan Stanley & Co. Xxxxxxoxxxxx (“Academy”) "Morgan Stanley"; and Deutsche Bank Securities Inc. (“DBSI”) (collectively xxxxxxex xxxx BSC in such capacity, thethe "Underwriters"), pursuant to an underwriting agreement, dated the date hereof (the "Underwriting Agreement"), among BSCMSI and the Underwriters; and BSCMSI intends to sell the remaining Certificates (the "Non-Registered Certificates") to BSC and Morgan Stanley (togetxxx xx xxxx xxpacities, the "Initial Purchasers") pursuant to a certificate purchase agreement, dated the date hereof (the "Certificate Purchase Agreement"), among BSCMSI and the Initial Purchasers. The Registered Certificates are more fully described in the prospectus dated September 13, 2006 (the "Base Prospectus"), and the supplement to the Base Prospectus dated September 13, 2006 (the "Prospectus Supplement"; and, together with the Base Prospectus, the "Prospectus"), as each may be amended or supplemented at any time hereafter. The Non-Registered Certificates are more fully described in the private placement memorandum dated the date hereof (the "Memorandum"), as it may be amended or supplemented at any time hereafter. PMCF will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to the disclosure regarding the Mortgage Loans that is contained in the Prospectus, the Memorandum and certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the "Indemnification Agreement"), among PMCF, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 2014 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as general special servicer (the “Special Servicer”), Xxxxx NCB, FSB, as NCB master servicer (in such capacity, the “NCB Master Servicer”), NCB, FSB, as NCB special servicer (in such capacity, the “NCB Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI” and, collectively with WFS and Barclays in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS and Barclays (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated December 19, 2014 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated August 29, 2014 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated December 19, 2014 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated December 8, 2014, relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated December 8, 2014, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller RBSFP desires to sell, assign, transfer, set over and otherwise convey to the PurchaserRBSCF, without recourse, representation or warranty, other than as set forth herein, and the Purchaser RBSCF desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or and manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser RBSCF intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December June 1, 2016 2012 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.among RBSCF, as depositor (in such capacity, the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), Wilmington TrustTorchlight Loan Services, National AssociationLLC, as special servicer (the “Special Servicer”), TriMont Real Estate Advisors, Inc., as trust advisor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser RBSCF will transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser RBSCF intends to sell the Registered Certificates to RBS Securities Inc. (“RBS Securities”), Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively ” and, together with WFS and RBS Securities in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among RBSCF, The Royal Bank of Scotland plc and the Underwriters. RBSCF intends to sell the Non- Registered Certificates to WFS, RBS Securities, DBSI and X.X. Xxxxxx Securities LLC (“JPMorgan” and, together with WFS, RBS Securities and DBSI in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among RBSCF, The Royal Bank of Scotland plc and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated the date hereof (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated as of May 29, 2012 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated as of the date hereof (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. RBSFP will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated as of May 29, 2012, relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated as of May 29, 2012, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among RBSFP, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December February 1, 2016 (the “Pooling and Servicing Agreement”), between the Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Citigroup Global Markets Inc. (“Barclays”), Academy Securities, Inc. (“AcademyCGMI”) and Deutsche Bank Natixis Securities Inc. Americas LLC (“DBSINatixis Securities”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, CGMI and Natixis Securities (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated February 19, 2016 (together with all annexes and exhibits thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated February 19, 2016 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated February 9, 2016, relating to the Registered Certificates (together with all annexes and exhibits thereto and as supplemented by that certain supplement to the preliminary prospectus, dated February 12, 2016, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated February 9, 2016, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto and as supplemented by that certain supplement to the preliminary private placement memorandum, dated February 12, 2016, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December July 1, 2016 2021 (the “Pooling and Servicing Agreement”), between among Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. Credit Suisse Securities (USA) LLC (“BarclaysCredit Suisse”), UBS Securities LLC (“UBS Securities”), Academy Securities, Inc. (“Academy”), Xxxxxx Xxxxxxxx, LLC (“Drexel”) and Deutsche Bank Securities Inc. Xxxxxxx Xxxxxxxx Shank & Co., LLC (“DBSIXxxxxxx Xxxxxxxx Xxxxx”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), among the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, Credit Suisse, UBS Securities, Academy, Drexel and Xxxxxxx Xxxxxxxx Xxxxx (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), among the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus dated July 20, 2021 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated July 20, 2021 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated July 12, 2021, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated July 12, 2021, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A A, (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December November 1, 2016 2015 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersMidland Loan Services, LLCa Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Trimont Real Estate Advisors, LLC, as trust advisor (the “Trust Advisor”), Xxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital SG Americas Securities, LLC (“SGAS”), Citigroup Global Markets Inc. (“BarclaysCGMI”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx” and, together with WFS, SGAS and CGMI, in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), Academy Securitiesbetween the Purchaser, Inc. (“Academy”) Xxxxx Fargo Bank, National Association and Deutsche Bank Securities Inc. (“DBSI”) the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS, SGAS, CGMI and Xxxxxx Xxxxxxx (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated October 29, 2015 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated August 3, 2015 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated October 29, 2015 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller, Liberty Island Group and Prudential Mortgage Capital Company, LLC (together with its successors in interest, “PMCC”) will jointly and severally indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated October 19, 2015, relating to the Registered Certificates, together with all annexes and exhibits thereto (as supplemented by (i) that certain supplement to the free writing prospectus, dated October 21, 2015 and (ii) that certain supplement to the free writing prospectus, dated October 28, 2015, the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated October 19, 2015, relating to the Non-Registered Certificates, together with all annexes and exhibits thereto (as supplemented by that certain supplement to the preliminary private placement memorandum, dated October 28, 2015, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, Liberty Island Group, PMCC, the Depositor, the Underwriters and the Initial Purchasers. The Mortgage Loan Seller, Liberty Island Group and PMCC hereby acknowledge that Liberty Island Group, as the owner of a direct interest in the Mortgage Loan Seller, and PMCC, as the owner of an indirect interest in the Mortgage Loan Seller, will benefit from the transactions contemplated by this Agreement and that the Purchaser is not willing to enter into this Agreement and the transactions contemplated hereby without the agreement by Liberty Island Group and PMCC to the terms hereof.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December April 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Wxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Xxxxx Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”), Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). (except with respect to the definition of “Servicing File,” which for purposes of this Agreement shall not include the documents described in clause (b) in the definition of such term in the Pooling and Servicing Agreement). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. Merrill, Lynch, Pxxxxx, Xxxxxx & Sxxxx Incorporated (“BarclaysMLPF&S”), Mxxxxx Sxxxxxx & Co. LLC (“MS&Co.”) and Academy Securities, Inc. (“Academy” and, collectively in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and Deutsche Bank Securities Inc. the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (“DBSI”other than the RR Interest) to WFS, MLPF&S, MS&Co. and Academy (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Initial Purchasers. The Purchaser intends to transfer the RR Interest to Wxxxx Fargo Bank, National Association, Bank of America, National Association and Mxxxxx Sxxxxxx Bank, N.A. (“MSBNA”) pursuant to the RR Interest Transfer Agreement, dated as of April 6, 2017 (the “RR Interest Transfer Agreement”), by and among the Depositor, Wxxxx Fargo Bank, National Association, Bank of America, National Association and Mxxxxx Sxxxxxx Bank, N.A. The Certificates are more fully described in (a) that certain prospectus dated April 6, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated April 6, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 28, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale (as defined in the Indemnification Agreement) with respect to the Registered Certificates, collectively, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 28, 2017, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, collectively, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), between the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December March 1, 2016 2017 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), as master servicer (in such capacity, the “Master Servicer”), LNR Partners, C-III Asset Management LLC, as special servicer (the “Special Servicer”), Xxxxx Fargo Bank, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator and as custodian (in such capacity, the “Custodian”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“BarclaysBarclays Capital”), SG Americas Securities, LLC (“SGAS”), UBS Securities LLC (“UBS Securities”) and Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI”) (collectively in such capacity, thethe “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates (other than the RR Interest) to WFS, Barclays Capital, SGAS, UBS Securities and Academy (collectively in such capacity, the “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Xxxxx Fargo Bank and the Initial Purchasers. The Purchaser intends to transfer the RR Interest to Xxxxx Fargo Bank, National Association pursuant to the RR Interest Transfer Agreement, dated as of March 22, 2017, by and between the Depositor and Xxxxx Fargo Bank, National Association. The Certificates are more fully described in (a) that certain prospectus dated March 23, 2017 (together with all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement memorandum, dated March 23, 2017 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates (other than the RR Interest), as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated March 15, 2017, relating to the Registered Certificates (together with all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale as defined in the Indemnification Agreement, the “Preliminary Prospectus”), (b) that certain preliminary private placement memorandum, dated March 15, 2017, relating to the Non-Registered Certificates (other than the RR Interest) (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.

RECITALS. The Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial, multifamily and/or manufactured housing community mortgage loans (collectively, the “Mortgage Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof, the “Mortgage Loan Schedule”). The Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of commercial, multifamily and/or and manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as of December 1, 2016 2014 (the “Pooling and Servicing Agreement”), between Xxxxx Fargo Commercial Mortgage Securities, Inc.the Purchaser, as depositor (in such capacity, the “Depositor”), Xxxxx Wxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”)Association, as general master servicer (in such capacity, the “Master Servicer”), LNR PartnersRialto Capital Advisors, LLC, as general special servicer (the “Special Servicer”), Xxxxx NCB, FSB, as NCB master servicer (in such capacity, the “NCB Master Servicer”), NCB, FSB, as NCB special servicer (in such capacity, the “NCB Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), Wxxxx Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”), as tax administrator (in such capacity, the “Tax Administrator”) and as custodian (in such capacity, the “Custodian”), and Wilmington Trust, National Association, as trustee (the “Trustee”), and Trimont Real Estate Advisors, LLC, as operating advisor (in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its purchase of the Mortgage Loans hereunder. The Purchaser intends to sell the Registered Certificates to Xxxxx Wxxxx Fargo Securities, LLC (“WFS”), Barclays Capital Inc. (“Barclays”), Academy Securities, Inc. (“Academy”) and Deutsche Bank Securities Inc. (“DBSI” and, collectively with WFS and Barclays in such capacity, the “Underwriters”) pursuant to an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to WFS and Barclays (collectively in such capacity, thethe “Initial Purchasers”) pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”), between the Purchaser, Wxxxx Fargo Bank, National Association and the Initial Purchasers. The Certificates are more fully described in (a) that certain prospectus supplement dated December 19, 2014 (together with all annexes and exhibits thereto, the “Prospectus Supplement”), relating to the Registered Certificates, which is a supplement to that certain base prospectus, dated August 29, 2014 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”) and (b) that certain private placement memorandum, dated December 19, 2014 (together with all annexes and exhibits thereto, the “Private Placement Memorandum”), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter. The Mortgage Loan Seller will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain free writing prospectus, dated December 12, 2014, relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Free Writing Prospectus”), (b) that certain preliminary private placement memorandum, dated December 12, 2014, relating to the Non-Registered Certificates (together with all annexes and exhibits thereto, the “Preliminary Private Placement Memorandum”), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”), among the Mortgage Loan Seller, the Depositor, the Underwriters and the Initial Purchasers.