Common use of Sale and Conveyance of Mortgages; Possession of Mortgage File Clause in Contracts

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) the Public Certificates to the Underwriters pursuant to the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) the Private Certificates (exclusive of any Class VRR Certificates, Class S Certificates or Loan-Specific Certificates) to the Initial Purchasers (the Initial Purchasers, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to the Purchase Agreement, dated as of the first pricing date with respect to the Certificates (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified opposite the Seller’s name on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Net Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) the Public Certificates to the Underwriters pursuant to the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) the Private Certificates (exclusive of any Class VRR Certificates, Class S Certificates or Loan-Specific Certificates) to the Initial Purchasers (the Initial Purchasers, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the any Uncertificated Interests or Class VRR Certificates identified on Annex C hereto opposite the Seller’s name to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C heretoSeller. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Certificate Administrator into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates Certificates”) to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 25, 2024 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Private Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 25, 2024 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, which “Initial Interest Deposit Amount Amount” for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off off Date Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) the Public Certificates to the Underwriters pursuant to the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) the Private Certificates (exclusive of any Class VRR Certificates, Class S Certificates or Loan-Specific Certificates) to the Initial Purchasers (the Initial Purchasers, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to the Purchase Agreement, dated as of the first pricing date with respect to the Certificates (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan (other than any Trust Subordinate Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer Depositor a cash amount (for deposit into the Collection Account“Interest Deposit Amount”) or with respect to each Mortgage Loan that accrues interest on the Certificate Administrator (for deposit basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Interest Reserve Account) (as provided in Account on behalf of the Pooling Seller and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 BasisFund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchaser (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified thereinPurchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $148,409,577.62, plus accrued interest on the Mortgage Loans contemplated hereby (excluding transaction expenses) from and including February 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers Purchaser on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate the National Harbor Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations Date). In addition, with respect to the Mortgage Loans)Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit Depositor the aggregate Interest Deposit Amount with respect to each Mortgage Loan that accrues interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Collection Account) or Distribution Account on behalf of the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling Seller and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 BasisFund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of two days’ interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate the National Harbor Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate the National Harbor Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the National Harbor Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject National Harbor Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related National Harbor Companion Loan that is not a Trust Subordinate Companion LoanHolder, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 24, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 24, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $380,523,162.36, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan (other than any Trust Subordinate Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer Depositor a cash amount (for deposit into the Collection Account“Interest Deposit Amount”) or with respect to each Mortgage Loan that accrues interest on the Certificate Administrator (for deposit basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Interest Reserve Account) (as provided in Account on behalf of the Pooling Seller and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 BasisFund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the FedEx Brooklyn Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject FedEx Brooklyn Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchaser (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified thereinPurchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $141,304,148, plus accrued interest on the Mortgage Loans contemplated hereby (excluding transaction expenses) from and including February 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers Purchaser on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan (other than any Trust Subordinate Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer Depositor a cash amount (for deposit into the Collection Account“Interest Deposit Amount”) or with respect to each Mortgage Loan that accrues interest on the Certificate Administrator (for deposit basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Interest Reserve Account) (as provided in Account on behalf of the Pooling Seller and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 BasisFund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Sheraton Lincoln Harbor Hotel Mortgage Loan and the Avalon Apartments Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject Sheraton Lincoln Harbor Hotel Mortgage Loan and the Avalon Apartments Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchaser (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified thereinPurchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $156,500,089, plus accrued interest on the Mortgage Loans contemplated hereby (excluding transaction expenses) from and including February 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers Purchaser on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate the Empire Hotel & Retail Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations Date). In addition, with respect to the Mortgage Loans)Loans sold by the Seller to the Purchaser, the Initial Interest Shortfall Deposit shall be $0. In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit Depositor the aggregate Interest Deposit Amount with respect to each Mortgage Loan that accrues interest on the basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Collection Account) or Distribution Account on behalf of the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling Seller and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 BasisFund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of two days’ interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate the Empire Hotel & Retail Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate the Empire Hotel & Retail Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Empire Hotel & Retail Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rightsright, title and interest (solely in its capacity as the holder of the subject Empire Hotel & Retail Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Empire Hotel & Retail Companion Loan that is not a Trust Subordinate Companion LoanHolder, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 24, 2013 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 24, 2013 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $279,478,086.50, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2013 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan (other than any Trust Subordinate Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer Depositor a cash amount (for deposit into the Collection Account“Interest Deposit Amount”) or with respect to each Mortgage Loan that accrues interest on the Certificate Administrator (for deposit basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Interest Reserve Account) (as provided in Account on behalf of the Pooling Seller and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 BasisFund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the GLP Industrial Portfolio A Mortgage Loan and the Starwood Capital Extended Stay Portfolio Mortgage Loan pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of each of the subject GLP Industrial Portfolio A Mortgage Loan and the Starwood Capital Extended Stay Portfolio Mortgage Loan, as applicable) in, to and under the related Co-Lender Intercreditor Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchaser (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified thereinPurchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $351,742,275, plus accrued interest on the Mortgage Loans contemplated hereby (excluding transaction expenses) from and including February 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers Purchaser on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), ) (subject to the rights of the holders each holder of interests an interest in any related Companion Loan (other than any Trust Subordinate Companion Loan, as and to the extent applicable), all of its right, title and interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, certain subservicing agreements permitted thereunder and any agreement to the appointment of the Master Servicer, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller (any such agreement a “Servicing Rights Purchase Agreement”)) in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, notwithstanding anything herein to the contrary, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date off Date, and excluding any Retained Defeasance Rights defeasance rights and Obligations obligations of the Seller with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer Depositor a cash amount (for deposit into the Collection Account“Interest Deposit Amount”) or with respect to each Mortgage Loan that accrues interest on the Certificate Administrator (for deposit basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Interest Reserve Account) (as provided in Account on behalf of the Pooling Seller and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 BasisFund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the Seller’s interest in the related Mortgage represented by the Mortgage Note and the other contents of the related Mortgage File (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan) , as and to the extent applicable), will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders each holder of interests an interest in any related Companion Loan that is not a Trust Subordinate Companion Loan, as and to the extent applicable) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchaser (the “Initial PurchasersPurchaser” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 26, 2016 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified thereinPurchaser. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $149,876,728, plus accrued interest on the Mortgage Loans contemplated hereby (excluding transaction expenses) from and including February 1, 2016 to but excluding the Closing Date (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers Purchaser on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $41,994,778, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by by, or which come into the possession of of, the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell the Class [A-1], Class [A-2], Class [A-3], Class [X], Class [B], Class [C], Class [D] and Class [E] Certificates (ithe “Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the Underwriting Agreement“Underwriters”) specified in the underwriting agreement, dated as of the first pricing date with respect to the Certificates [____] [__], 20[_] (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) the Private Certificates (exclusive of any Class VRR Certificates, Class S Certificates or Loan-Specific Certificates) to the Initial Purchasers (the Initial Purchasers, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to the Purchase Agreement, dated as of the first pricing date with respect to the Certificates (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $[_______], plus accrued interest on the Mortgage Loans contemplated hereby from and including [__], 20[_] to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsibleDepositor); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund the aggregate related Initial Month’s Interest Deposit Amount with respect to those the Mortgage Loans that accrue interest on an Actual/360 Basis, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if secured by the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off Date Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is Mortgaged Properties identified on Annex B Exhibit A to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date)as “Colonnade Corporate Center”, the Seller shall cause “U-Haul SAC 20”, “Chase Tower”, “DoubleTree Spokane” and “University Blvd MOB”, respectively, to be delivered to deposited by the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement Collection Account on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such that Mortgage Loan at the related Net Mortgage Rate for the month preceding the month of the first Distribution DateJune 2021. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) certain classes of the Certificates (the “Public Certificates”), excluding any classes of Certificates that comprise part of the Combined VRR Interest, to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates June 18, 2021 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; and (ii) certain classes of the Private Certificates (exclusive the “Private Certificates”), excluding any classes of any Class Certificates that comprise part of the Combined VRR CertificatesInterest, Class S Certificates or Loan-Specific Certificates) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates June 18, 2021 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause a portion of the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto Interest, having an initial principal balance of $9,267,240 and representing approximately 22.9% of the Combined VRR Interest (by principal balance), to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee Seller. Consistent with the Vertical Credit Risk Retention Agreement, dated and effective as of June 18, 2021, by and between Citi Real Estate Funding Inc. (“CREFI”), the Seller, GACC, GSMC, Goxxxxx Xaxxx Xank USA and the Depositor, CREFI will be deemed to have acquired the Uncertificated VRR Interest referred to in clause (ii) of the Seller identified on Annex C heretopreceding paragraph from the Depositor and to have sold a portion of the Uncertificated VRR Interest referred to in clause (ii) of the preceding paragraph to the Seller. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $170,893,719, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $124,798,258, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $492,157,547, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), ) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts first due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Loan Seller Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund Depositor the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basisthe basis of a 360-day year and the actual number of days during each one-month interest accrual period, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Initial Interest Deposit Amount for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Loan Rate on the related Cut-Off Date Principal Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole LoanLoan Combination, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: sell certain of the Certificates (ithe “Public Certificates”) the Public Certificates to the Underwriters pursuant to underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) , and the Private Purchaser will sell certain of the Certificates (exclusive of any Class VRR the “Private Certificates, Class S Certificates or Loan-Specific Certificates”) to the Initial Purchasers initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to specified in the Purchase Agreement, dated as of the first pricing date with respect to the Certificates January 28, 2015 (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration purchase price for the Mortgage Loans, the Purchaser shall: (i) shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of $431,842,933, plus accrued interest on the Mortgage Loans contemplated hereby from and including February 1, 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustments adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, which “Initial Interest Deposit Amount Amount” for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off off Date Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) the Public Certificates to the Underwriters pursuant to the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) the Private Certificates (exclusive of any Class VRR Certificates, Class S Certificates or Loan-Specific Certificates) to the Initial Purchasers (the Initial Purchasers, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to the Purchase Agreement, dated as of the first pricing date with respect to the Certificates (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.the

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion Loan (other than any Trust Subordinate Companion Loan), all of its right, title and interest in and to the Mortgage Loans secured by the Mortgaged Properties identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”), including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off off Date (and, in any event, excluding payments of principal and interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans). In addition, on the Closing Date, solely in the event the initial Distribution Date occurs in February (except during a leap year) or March, the Seller shall cause to be delivered to the Master Servicer (for deposit into the Collection Account) or the Certificate Administrator (for deposit into the Interest Reserve Account) (as provided in the Pooling and Servicing Agreement) for the benefit of the Trust Fund the aggregate Initial Interest Deposit Amount with respect to those Mortgage Loans that accrue interest on an Actual/360 Basis, which “Initial Interest Deposit Amount Amount” for each such Mortgage Loan shall represent an amount equal to (i) if the initial Distribution Date is in February, one day of interest (except during a leap year), and (ii) if the initial Distribution Date is in March, two days of interest (or one day of interest during a leap year), in each case, at the related Net Mortgage Rate on the related Cut-Off off Date Balance of each such Mortgage Loan. For the avoidance of doubt, no Initial Interest Deposit Amount will be due and owing if (i) the initial Distribution Date does not occur in February or March, or (ii) if the initial Distribution Date occurs in February during a leap year. In addition, on the Closing Date, if one or more Mortgage Loans is identified on Annex B to this Agreement (which Mortgage Loans do not have a Due Date in the month of the first Distribution Date), the Seller shall cause to be delivered to the Master Servicer or the Certificate Administrator (as provided in the Pooling and Servicing Agreement), for deposit into the account set forth in the Pooling and Servicing Agreement on behalf of the Seller and for the benefit of the Trust Fund, the Initial Month’s Interest Deposit Amount with respect to each such Mortgage Loan, which Initial Month’s Interest Deposit Amount shall represent an amount equal to one-month’s interest accrued with respect to each such Mortgage Loan at the related Mortgage Rate for the month preceding the month of the first Distribution Date. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in any related Companion Loan that is not a Trust Subordinate Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Whole Loan, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan that is not a Trust Subordinate Companion Loan). The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell: (i) the Public Certificates to the Underwriters pursuant to the Underwriting Agreement, dated as of the first pricing date with respect to the Certificates (the “Underwriting Agreement”), between the Purchaser and the Underwriters; (ii) the Private Certificates (exclusive of any Class VRR Certificates, Class S Certificates or Loan-Specific Certificates) to the Initial Purchasers (the Initial Purchasers, collectively with the Underwriters, are referred to herein as the “Dealers”) pursuant to the Purchase Agreement, dated as of the first pricing date with respect to the Certificates (the “Certificate Purchase Agreement”), between the Purchaser and the Initial Purchasers; and (iii) if applicable, any classes of Loan-Specific Certificates pursuant to a related purchase agreement (a “Loan-Specific Certificate Purchase Agreement”) between the Purchaser and any applicable Loan-Specific Initial Purchasers identified therein. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the consideration for the Mortgage Loans, the Purchaser shall: (i) pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustments for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible); and (ii) if the Seller is listed on Annex C to this Agreement, cause the Uncertificated Interests or Class VRR Certificates identified on Annex C hereto to be registered under the Pooling and Servicing Agreement in the name of the Seller or any designee of the Seller identified on Annex C hereto. The purchase and sale of the Mortgage Loans shall take place on the Closing Date.into