Common use of Agreement to Purchase Clause in Contracts

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to January 2015, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)565,412,750. The purchase and sale of the Mortgage Loans shall take place on June January 29, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date, . Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller Pooling and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000Servicing Agreement. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during July 2012 are deemed to have been received on July 1, 2012 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to the contrary hereinany payments during or prior to July 2012, whether or not received, of (i) $610,670,720, plus (ii) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (50% pari passu interest of the “Del Amo Fashion Center Seller in the Lxxx Mxxxx Tower Mortgage Loan”) was co-originated , which pari passu interest is represented by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount with a Cut-Off Date balance of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan 90,000,000. Seller and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC (“MSMCH”)) co-originated the Lxxx Mxxxx Tower Mortgage Loan, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor which will have an aggregate balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)180,000,000. The purchase and sale of the Mortgage Loans shall take place on June 29July 30, 2017 2012 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or on the Closing Date. Notwithstanding anything to the contrary contained herein, with respect to the Lxxx Mxxxx Tower Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and its successors and assigns related to the Lxxx Mxxxx Tower Mortgage Loan, and references to a Mortgage Loan shall mean solely the portion of the Lxxx Mxxxx Tower Mortgage Loan evidenced by such other method as shall be mutually acceptable to the parties heretoMortgage Note.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The mortgage loan identified on Exhibit B to the Pooling and conditions set forth herein, Servicing Agreement as “Sheraton Grand Nashville Downtown” (the “Sheraton Grand Nashville Downtown Mortgage Loan”) was originated by Argentic Real Estate Finance LLC (“AREF”) and is a Joint Mortgage Loan with respect to Seller. Seller acquired from AREF one of the Mortgage LoansNotes evidencing such mortgage loan, and Seller is only selling to Purchaser such Mortgage Note, which is in the original principal amount of $25,000,000 and designated as promissory note A-4 (the “Sheraton Grand Nashville Downtown Note A-4”. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will Note shall constitute a “Mortgage Loan” or “Mortgage Note(s)Note” hereunder), and (ii) the information on the Mortgage Loan identified on Exhibit A Schedule attached hereto as “Market Street – is presented solely with respect to such Mortgage Note. The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was coCut-originated by the off Date with respect to each Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and is the respective due date for such Mortgage Loan Seller is only selling to in December 2018 (or, in the Purchaser the related Mortgage Note(s) in favor case of the any Mortgage Loan Seller and that has its successors and assigns first (1st) due date after December 2018, the date that would have been its due date in December 2018 under the original principal amount terms of $42,500,000 (and only such Mortgage Note(s) will constitute Loan if a “Mortgage Loan” or “Mortgage Note(s)” hereundermonthly debt service payment were scheduled to be due in that month). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017December 2018, whether or not received, of (i) $90,000,000213,226,055, plus (ii) $25,000,000, representing the 50.0% pari passu interest of Seller in the Sheraton Grand Nashville Downtown Mortgage Loan, which pari passu interest is represented by the Sheraton Grand Nashville Downtown Note A-4. The Market Street – The Woodlands Sheraton Grand Nashville Downtown Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Off Date, after giving effect to any payments during or prior to June 2017December 2018, whether or not received, of $65,000,00050,000,000. The purchase price for sale of the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds December 27, 2018 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during January 2013 are deemed to have been received on January 1, 2013 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to January 2013, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)1,239,920,139. The purchase and sale of the Mortgage Loans shall take place on June 29January 30, 2017 2013 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof . The Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in May 2017 (or, in the case of any Mortgage Loan that has its first (1st) due date after May 2017, the Mortgage Loans. Notwithstanding anything to date that would have been its due date in May 2017 under the contrary herein, (i) the terms of such Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling if a monthly debt service payment were scheduled to the Purchaser the related Mortgage Note(s) be due in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderthat month). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June May 2017, whether or not received, of $90,000,000224,215,899. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as sale of the close of business Mortgage Loans shall take place on May 11, 2017 or such other date as shall be mutually acceptable to the Cut-off parties hereto (the “Closing Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000”). The purchase price to be paid by Purchaser for the Mortgage Loans shall be equal a combination of (i) the portion of the RR VRR Interest transferred to the Mortgage Loan Seller pursuant to the RR VRR Interest Transfer Agreement and (ii) a the cash amount to be set forth on as such purchase price in the cross receipt Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan Seller parties to this Agreement in connection with this Agreement and the Purchaser dated issuance of the Closing Date Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Xxxx of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such the purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinPurchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about February 10, 2017 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case225,688,820, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date (which price reflects no deduction for any transaction expenses for which Date, the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct cause to be paid delivered to the cash portion Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of such purchase price to the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the Closing related Stated Principal Balance as of the Cut-off Date by wire transfer in immediately available funds or by of such other method as shall be mutually acceptable to the parties heretoMortgage Loan.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule“) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to February 2015, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)264,186,018. The purchase and sale of the Mortgage Loans shall take place on June 29February 26, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”“). As The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date, the Date of such Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus Loan and (ii) $45,000,000an amount equal to the aggregate Initial Due Date Loan Initial Deposit, representing if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in April 2015, to be deposited by the 50% pari passu interest Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu shall be an amount equal to 28 days of interest is represented by at the related Net Mortgage Note(s) in favor Rate on the related Stated Principal Balance of the such Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinPurchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about October 30, 2017 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759386,274,000, subject to a variance of plus or minus 5.0%, plus (ii) $45,000,00056,800,000, representing the 5071.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Xxxxxxx Towers – Xxxxxxxxx X,X,X Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus . The purchase price of the Mortgage Loans (iii) $42,500,000, representing the 65.4% pari passu inclusive of accrued interest and exclusive of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans Purchase Price”) shall be a combination of (i) the portion of the RR Interest transferred equal to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”). The Mortgage Loan Seller is responsible). The hereby directs the Purchaser shall pay and/or direct to be paid transfer the cash portion of such purchase price RR Interest directly to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoXxxxxxx Xxxxx Bank USA.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterOne & Two Commerce Square” (the “Del Amo Fashion Center One & Two Commerce Square Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Généralethe Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 12,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29July 11, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759, 127,800,000 plus (ii) $45,000,00012,500,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center One & Two Commerce Square Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to February 2015, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)73,125,000. The purchase and sale of the Mortgage Loans shall take place on June 29February 26, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application Date of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinPurchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about February 10, 2017 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case567,336,082, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date (which price reflects no deduction for any transaction expenses for which Date, the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct cause to be paid delivered to the cash portion Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of such purchase price to the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the Closing related Stated Principal Balance as of the Cut-off Date by wire transfer in immediately available funds or by of such other method as shall be mutually acceptable to the parties heretoMortgage Loan.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to January 2015, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)346,422,268. The purchase and sale of the Mortgage Loans shall take place on June January 29, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date, . Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller Pooling and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000Servicing Agreement. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is October 1, 2011; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during October 2011 are deemed to have been received on October 1, 2011 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to October 2011, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)588,145,879. The purchase and sale of the Mortgage Loans shall take place on June 29October 5, 2017 2011 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in May 2017 (or, in the case of any Mortgage Loan that has its first (1st) due date after May 2017, the Mortgage Loans. Notwithstanding anything to date that would have been its due date in May 2017 under the contrary herein, (i) the terms of such Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling if a monthly debt service payment were scheduled to the Purchaser the related Mortgage Note(s) be due in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderthat month). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June May 2017, whether or not received, of $90,000,000274,578,892. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as sale of the close of business Mortgage Loans shall take place on May 11, 2017 or such other date as shall be mutually acceptable to the Cut-off parties hereto (the “Closing Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000”). The purchase price to be paid by Purchaser for the Mortgage Loans shall be equal a combination of (i) the portion of the RR VRR Interest transferred to the Mortgage Loan Seller Xxxxxx Xxxxxxx Bank, N.A. pursuant to the RR VRR Interest Transfer Agreement and (ii) a the cash amount to be set forth on as such purchase price in the cross receipt Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan Seller parties to this Agreement in connection with this Agreement and the Purchaser dated issuance of the Closing Date Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Xxxx of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such the purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The mortgage loan identified on Exhibit B to the Pooling and conditions set forth herein, Servicing Agreement as “Sheraton Grand Nashville Downtown” (the “Sheraton Grand Nashville Downtown Mortgage Loan”) was originated by Seller and is a Joint Mortgage Loan with respect to Seller. Seller is only selling to Purchaser one of the Mortgage LoansNotes evidencing such mortgage loan, which is in the original principal amount of $25,000,000 and designated as promissory note A-3 (the “Sheraton Grand Nashville Downtown Note A-3”). Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will Note shall constitute a “Mortgage Loan” or “Mortgage Note(s)Note” hereunder), and (ii) the information on the Mortgage Loan identified on Exhibit A Schedule attached hereto as “Market Street – is presented solely with respect to such Mortgage Note. The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was coCut-originated by the off Date with respect to each Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and is the respective due date for such Mortgage Loan Seller is only selling to in December 2018 (or, in the Purchaser the related Mortgage Note(s) in favor case of the any Mortgage Loan Seller and that has its successors and assigns first (1st) due date after December 2018, the date that would have been its due date in December 2018 under the original principal amount terms of $42,500,000 (and only such Mortgage Note(s) will constitute Loan if a “Mortgage Loan” or “Mortgage Note(s)” hereundermonthly debt service payment were scheduled to be due in that month). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017December 2018, whether or not received, of (i) $90,000,000139,700,000, plus (ii) $25,000,000, representing the 50% pari passu interest of Seller in the Sheraton Grand Nashville Downtown Mortgage Loan, which pari passu interest is represented by the Sheraton Grand Nashville Downtown Note A-3. The Market Street – The Woodlands Sheraton Grand Nashville Downtown Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Off Date, after giving effect to any payments during or prior to June 2017December 2018, whether or not received, of $65,000,00050,000,000. The purchase price for sale of the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds December 27, 2018 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinPurchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about February 10, 2017 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case82,423,094, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date (which price reflects no deduction for any transaction expenses for which Date, the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct cause to be paid delivered to the cash portion Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of such purchase price to the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the Closing related Stated Principal Balance as of the Cut-off Date by wire transfer in immediately available funds or by of such other method as shall be mutually acceptable to the parties heretoMortgage Loan.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterValley Mall” (the “Del Amo Fashion Center Valley Mortgage Loan”) was co-originated by is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 30,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29December 21, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759196,184,000, plus (ii) $45,000,00030,000,000, representing the 5040.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Valley Mall Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to February 2015, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)127,111,268. The purchase and sale of the Mortgage Loans shall take place on June 29February 26, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application Date of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during January 2013 are deemed to have been received on January 1, 2013 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to January 2013, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)154,103,747. The purchase and sale of the Mortgage Loans shall take place on June 29January 30, 2017 2013 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is March 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during March 2012 are deemed to have been received on March 1, 2012 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to the contrary hereinany payments during or prior to March 2012, whether or not received, of (i) $231,130,332, plus (ii) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (50% pari passu interest of the “Del Amo Fashion Center Seller in the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan”) was co-originated , which pari passu interest is represented by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount with a Cut-Off Date balance of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan 49,875,603. Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”)” ) co-originated the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor which will have an aggregate balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)99,751,207. The purchase and sale of the Mortgage Loans shall take place on June 29March 28, 2017 2012 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or on the Closing Date. Notwithstanding anything to the contrary contained herein, with respect to the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and its successors and assigns related to the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, and references to a Mortgage Loan shall mean solely the portion of the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan evidenced by such other method as shall be mutually acceptable to the parties heretoMortgage Note.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is March 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during March 2012 are deemed to have been received on March 1, 2012 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to the contrary hereinany payments during or prior to March 2012, whether or not received, of (i) $767,814,062, plus (ii) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (50% pari passu interest of the “Del Amo Fashion Center Seller in the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan”) was co-originated , which pari passu interest is represented by the related Mortgage Loan Seller, Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $49,875,603. Seller and Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”)Loan, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor which will have an aggregate balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)99,751,207. The purchase and sale of the Mortgage Loans shall take place on June 29March 28, 2017 2012 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or on the Closing Date. Notwithstanding anything to the contrary contained herein, with respect to the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and its successors and assigns related to the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, and references to a Mortgage Loan shall mean solely the portion of the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan evidenced by such other method as shall be mutually acceptable to the parties heretoMortgage Note.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterOne & Two Commerce Square” (the “Del Amo Fashion Center One & Two Commerce Square Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by JPMorgan Chase Bank, National Association and the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 12,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29July 11, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,75984,231,554, plus (ii) $45,000,00012,500,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center One & Two Commerce Square Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, (a) the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof and conditions set forth herein(b) the Linc LIC Trust B Note. The Cut-Off Date with respect to the Mortgage Loans and the Linc LIC Trust B Note is December 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during December 2014 are deemed to have been due and received on December 1, 2014 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to December 2014, whether or not received, of $45,000,000 (and only such Mortgage Note(s) 562,210,612. The Linc LIC Trust B Note will constitute have a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto principal balance as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to December 2014, whether or not received, of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)96,639,000. The purchase and sale of the Mortgage Loans and the Linc LIC Trust B Note shall take place on June 29December 19, 2017 2014 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balanceand the Linc LIC Trust B Note shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), after application of all payments of principal due on to be entered into between the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing parties to this Agreement in connection with this Agreement and the 50% pari passu interest issuance of the Mortgage Loan Seller in Certificates (the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor “Xxxx of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000Sale”). The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterGrand Canal Shoppes” (the “Del Amo Fashion Center Grand Canal Shoppes Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan SellerMSBNA, JPMorgan Chase Bank, National Association, Xxxxxxx Xxxxx Bank of AmericaUSA and Xxxxx Fargo Bank, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCHXxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $42,500,000 50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29August 8, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759305,567,552, plus (ii) $45,000,00050,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Grand Canal Shoppes Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the RR Interest referenced above directly to MSBNA.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinPurchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about February 10, 2017 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case151,353,416, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date (which price reflects no deduction for any transaction expenses for which Date, the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct cause to be paid delivered to the cash portion Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of such purchase price to the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the Closing related Stated Principal Balance as of the Cut-off Date by wire transfer in immediately available funds or by of such other method as shall be mutually acceptable to the parties heretoMortgage Loan.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Xxxxx Fargo Bank, National Association (“MSMCHXxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 22,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759201,800,000, plus (ii) $45,000,00022,500,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.434.6% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor $228,443.06 with respect to the Westchester One Mortgage Loan, which has an initial Due Date in August 2017, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund. The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of AmericaXxxxx Fargo Bank, National Association (“Bank of AmericaXxxxx Fargo Bank”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759355,638,808, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterValley Mall” (the “Del Amo Fashion Center Valley Mall Mortgage Loan”) was co-originated by is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29December 21, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,75991,250,000, plus (ii) $45,000,000, representing the 5060.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Valley Mall Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is July 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during July 2012 are deemed to have been received on July 1, 2012 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to the contrary hereinany payments during or prior to July 2012, whether or not received, of (i) $562,508,789, plus (ii) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (50% pari passu interest of the “Del Amo Fashion Center Seller in the Lxxx Mxxxx Tower Mortgage Loan”) was co-originated , which pari passu interest is represented by the related Mortgage Loan Seller, Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $90,000,000. Seller and Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Lxxx Mxxxx Tower Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”)Loan, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor which will have an aggregate balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)180,000,000. The purchase and sale of the Mortgage Loans shall take place on June 29July 30, 2017 2012 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or on the Closing Date. Notwithstanding anything to the contrary contained herein, with respect to the Lxxx Mxxxx Tower Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and its successors and assigns related to the Lxxx Mxxxx Tower Mortgage Loan, and references to a Mortgage Loan shall mean solely the portion of the Lxxx Mxxxx Tower Mortgage Loan evidenced by such other method as shall be mutually acceptable to the parties heretoMortgage Note.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, (a) the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule“) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)hereof, and (iib) the Mortgage Loan identified on Exhibit A hereto as “Market Street – 000 00xx Xxxxxx XX Xxxxx X Note. The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was coCut-originated by Off Date with respect to the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), Loans and the Mortgage Loan Seller 000 00xx Xxxxxx XX Xxxxx X Note is only selling February 1, 2015; provided, that for purposes of determining amounts allocable to the Purchaser related Seller, with respect to any Mortgage Loans not having due dates on the related first day of each month, the scheduled payments of principal and/or interest due thereon during February 2015 are deemed to have been due and received on February 1, 2015 rather than the actual date of receipt. The Mortgage Note(s) in favor Loans will have an aggregate principal balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to February 2015, whether or not received, of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)406,827,303. The purchase and 000 00xx Xxxxxx XX Trust B Note will have a principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to February 2015, whether or not received, of $30,000,000. The sale of the Mortgage Loans and the 000 00xx Xxxxxx XX Xxxxx X Note shall take place on June 29February 26, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”“). As The purchase price to be paid by Purchaser for the Mortgage Loans and the 000 00xx Xxxxxx XX Xxxxx X Note shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to two days’ interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application Date of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof . The Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in May 2017 (or, in the case of any Mortgage Loan that has its first (1st) due date after May 2017, the Mortgage Loans. Notwithstanding anything to date that would have been its due date in May 2017 under the contrary herein, (i) the terms of such Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling if a monthly debt service payment were scheduled to the Purchaser the related Mortgage Note(s) be due in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderthat month). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June May 2017, whether or not received, of $90,000,000203,779,191. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as sale of the close of business Mortgage Loans shall take place on May 11, 2017 or such other date as shall be mutually acceptable to the Cut-off parties hereto (the “Closing Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000”). The purchase price to be paid by Purchaser for the Mortgage Loans shall be equal a combination of (i) the portion of the RR VRR Interest transferred to the Mortgage Loan Seller pursuant to the RR VRR Interest Transfer Agreement and (ii) a the cash amount to be set forth on as such purchase price in the cross receipt Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan Seller parties to this Agreement in connection with this Agreement and the Purchaser dated issuance of the Closing Date Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Xxxx of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such the purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during January 2015 are deemed to have been due and received on January 1, 2015 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to January 2015, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)236,049,521. The purchase and sale of the Mortgage Loans shall take place on June January 29, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund, which Interest Reserve Initial Deposit for each such Mortgage Loan represents an amount equal to one day’s interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in March 2015, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 31 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date, . Any such Interest Reserve Initial Deposit and Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller Pooling and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000Servicing Agreement. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is October 1, 2011; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during October 2011 are deemed to have been received on October 1, 2011 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to October 2011, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)903,842,885. The purchase and sale of the Mortgage Loans shall take place on June 29October 5, 2017 2011 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule“) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof . The Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in September 2016 (or, in the case of any Mortgage Loan that has its first (1st) due date after September 2016, the Mortgage Loans. Notwithstanding anything to date that would have been its due date in September 2016 under the contrary herein, (i) the terms of such Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling if a monthly debt service payment were scheduled to the Purchaser the related Mortgage Note(s) be due in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderthat month). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017September 2016, whether or not received, of $90,000,000298,970,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as sale of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds September 29, 2016 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date“). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale“). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the Interest Reserve Initial Deposit with respect to the Coconut Point and Courtyard by Marriott Atlanta Airport West Mortgage Loans, each of which has an initial Due Date in November 2016, to be deposited by the Depositor into the Interest Reserve Account on behalf of the Seller and for the benefit of the Trust Fund. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion Center55 Xxxxxx Yards” (the “Del Amo Fashion Center 55 Xxxxxx Yards Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Bank of AmericaXxxxx Fargo Bank, National Association (“Bank of America”)Association, Barclays Bank PLC DBR Investments Co. Limited and Société GénéraleMSBNA, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 25,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29December 19, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759311,656,049, plus (ii) $45,000,00025,000,000, representing the 50approximately 25% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center 55 Xxxxxx Yards Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the RR Interest referenced above directly to MSBNA.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about July 31, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Interest Reserve Account with respect to the Agellan Portfolio Mortgage Loan, the 000 Xxxxxx Xxxxxx Mortgage Loan (with respect to its related Mortgage Note identified below) and the Trust Subordinate Companion Loan, an Interest Deposit Amount equal to thirty-one (31) days of interest on the Cut-off Date Balance of such Mortgage Loans at the related Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759238,608,108, plus (ii) $45,000,00027,850,000, representing the 50approximately 44.3119% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center 0000 Xxxxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(sNote (A-3-C-1-A) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,00021,590,909, representing the 65.4approximately 56.8182% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands 000 Xxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(sNote (A-2) in favor of the Mortgage Loan Seller and its successors and assigns, in each caseplus (iv) $172,000,000 with respect to the Trust Subordinate Companion Loan, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates and the creation of the RR Interest and the AGN-VRR Interest (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”), (ii) the Class RR Certificates with a $12,114,257 initial interest balance and representing approximately 30.8% of the VRR Interest (by interest balance), and (iii) the AGN-VRR Interest with a $8,600,000 initial interest balance and representing 100% of the AGN-VRR Interest (by interest balance). The Mortgage Loan Seller hereby directs the Purchaser to cause such Class RR Certificate to be registered in the name of the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct and to cause such Class RR Certificate to be paid delivered to the cash portion Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of such purchase price to the Mortgage Loan Seller on in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser Depositor agrees to purchase from purchase, the mortgage loans (the "Mortgage Loans"), identified on the schedules annexed hereto as Exhibit 1 (the "15 Year Loan Schedule") and Exhibit 2 (the "30 Year Loan Schedule," and together with the 15 Year Loan Schedule, the "Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderSchedule"). The purchase and sale Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 15 years from the date of origination, in the case of the Mortgage Loans shall take place identified on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto 15 Year Loan Schedule (the “Closing Date”"15 Year Loans"), and 30 years from the date of origination, in the case of the Mortgage Loans identified on the 30 Year Loan Schedule (the "30 Year Loans"). As of The 15 Year Loans and the Cut-off Date, the Mortgage 30 Year Loans will have an aggregate outstanding principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during due on or prior to June 2017, before such date whether or not received, of approximately $90,000,000__________ (plus or minus 2.5%) and $__________ (plus or minus 2.5%), respectively, or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the 15 Year Loans and 30 Year Loans accepted by the Depositor for deposit into the Trust Fund. The Market Street – sale of the Mortgage Loans shall take place on or prior to April __, 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"), subject to the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the "Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), each to be entered into among the Depositor, Bank of America, FSB and Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation (the "Underwriter"). The Woodlands Mortgage purchase price for the 15 Year Loans (the "15 Year Loan will have an Purchase Price") shall be equal to _____% of the aggregate balance outstanding principal balances thereof as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.170

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan mortgage loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion Colorado Center” (the “Del Amo Fashion Colorado Center Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Bank of AmericaSeller and Xxxxx Fargo Bank, National Association (“Bank of America”), Barclays Bank PLC and Société GénéraleAssociation, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 40,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29November 15, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759194,859,274, plus (ii) $45,000,00040,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Colorado Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Colorado Center Mortgage Loan will have an aggregate balance as of the close of business on the a Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, Date Balance of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,00080,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth herein, the Mortgage Loanshereof. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A 1 hereto as “Del Amo Fashion CenterXxxxxxx Portfolio II” (the “Del Amo Fashion Center Xxxxxxx Portfolio II Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Seller and Bank of America, National Association (“Bank of AmericaBANA”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 40,000,000 (and only such Mortgage Note(s) Note will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)Note” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off DateDate with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first (1st) due date after July 2018, the date that would have been its due date in July 2018 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017July 2018, whether or not received, of (i) $90,000,000180,216,719, plus (ii) $40,000,000, representing the 50% pari passu interest of Seller in the Xxxxxxx Portfolio II Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of Seller and its successors and assigns. The Market Street – The Woodlands Xxxxxxx Portfolio II Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Off Date, after giving effect to any payments during or prior to June 2017July 2018, whether or not received, of $65,000,00080,000,000. The purchase price for sale of the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds July 12, 2018 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, (a) the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)hereof, and (iib) the Mortgage Loan identified on Exhibit A hereto as “Market Street – Xxxxxxx Square B Note. The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was coCut-originated by Off Date with respect to the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), Loans and the Mortgage Loan Seller Xxxxxxx Square B Note is only selling November 1, 2015; provided, that for purposes of determining amounts allocable to the Purchaser related Seller, with respect to any Mortgage Loans not having due dates on the related first day of each month, the scheduled payments of principal and/or interest due thereon during November 2015 are deemed to have been due and received on November 1, 2015 rather than the actual date of receipt. The Mortgage Note(s) in favor Loans will have an aggregate principal balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to November 2015, whether or not received, of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)433,208,374. The purchase and Xxxxxxx Square B Note will have a principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to November 2015, whether or not received, of $15,000,000. The sale of the Mortgage Loans and the Xxxxxxx Square B Note shall take place on June 29November 24, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balanceand the Xxxxxxx Square B Note shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), after application of all payments of principal due on to be entered into between the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing parties to this Agreement in connection with this Agreement and the 50% pari passu interest issuance of the Mortgage Loan Seller in Certificates (the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor “Xxxx of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000Sale”). The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser Depositor agrees to purchase from purchase, the mortgage loans (the "Mortgage Loans"), identified on the schedule annexed hereto as Exhibit 1 (the "Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderSchedule"). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 30 years from the date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans origination and will have an aggregate outstanding principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during due on or prior to June 2017, before such date whether or not received, of approximately $90,000,000_________ plus or minus 2.5%), or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the Mortgage Loans accepted by the Depositor for deposit into the Trust Fund. The Market Street – sale of the Mortgage Loans shall take place on or prior to November 20, 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"), subject to the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the "Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), each to be entered into among the Depositor, Bank of America, FSB and Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation (the "Underwriter"). The Woodlands purchase price for the Mortgage Loan will have an Loans (the "Purchase Price") shall be equal to _______ % of the aggregate balance outstanding principal balances thereof as of the close of business on the Cut-off Date, after giving effect together with interest accrued on such principal balance at a per annum rate equal to any payments during or prior ____% from the Cut-off Date to June 2017, whether or but not received, of $65,000,000including the Closing Date. The purchase price for the Mortgage Loans Purchase Price shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds on the Closing Date by the Depositor, or as otherwise agreed by such other method as shall be mutually acceptable the Depositor and the Seller. Pursuant to the parties heretoterms of the Pooling Agreement, the Depositor shall assign to the Trustee all of its right, title and interest in and to the Mortgage Loans, and other rights and obligations under this Agreement (except with respect to its rights to either indemnification or notice) and the Trustee shall succeed to such right, title and interest and rights and obligations hereunder of the Depositor.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of AmericaSeller and Xxxxx Fargo Bank, National Association (“Bank of America”), Barclays Bank PLC and Société GénéraleAssociation, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) Notes in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 30,000,000 (and only such Mortgage Note(s) Notes will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)Notes” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29July 13, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus 430,814,043 (ii) including $45,000,00030,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Notes in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case), subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinPurchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about January 31, 2017 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case489,970,948, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date (which price reflects no deduction for any transaction expenses for which Date, the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct cause to be paid delivered to the cash portion Depositor an amount equal to the Interest Deposit Amount to be deposited by the Depositor into the Interest Reserve Account on behalf of such purchase price to the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the Closing related Stated Principal Balance as of the Cut-off Date by wire transfer in immediately available funds or by of such other method as shall be mutually acceptable to the parties heretoMortgage Loan.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about December 31, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Collection Account with respect to each of the Rugby Pittsburgh Portfolio Mortgage Loan, the Amazon Port of Savannah Mortgage Loan and the Maplewood Commons Mortgage Loan, a Closing Date Deposit Amount equal to thirty-one (31) days of interest on the Cut-off Date Balance of such Mortgage Loans at the related Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 261,628,000 plus (ii) $45,000,00060,000,000, representing the 5075.00% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center The Grace Building Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the bxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Bxxx of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about January 31, 2017 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 95,290,000 plus (ii) $45,000,00040,000,000, representing the 50approximately 54.1% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Tysons Corner Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(sNote in favor of the Mortgage Loan Seller and its successors and assigns plus (iii) $45,000,000, representing the 75% pari passu interest of the Mortgage Loan Seller in the Blue Owl Tenneco Portfolio (Pool B) Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns plus (iv) $15,000,000, representing the 25% pari passu interest of the Mortgage Loan Seller in the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns plus (v) $15,000,000, representing the approximately 33.3% pari passu interest of the Mortgage Loan Seller in the Garden State Plaza Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the bill of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Bill of Sale”) and (ii) the VRR Interest with a $17,209,198 initial Certificate Balance and representing approximately 66.5% of the entire VRR Interest. The Mortgage Loan Seller is responsible). The hereby directs the Purchaser shall pay and/or direct to cause such portion of the VRR Interest to be paid registered in the cash portion name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such purchase price VRR Interest to be delivered to the Mortgage Loan Seller Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about April 21, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 83,378,471 plus (ii) $45,000,00017,500,000, representing the 5035.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Green Acres Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(sNote in favor of the Mortgage Loan Seller and its successors and assigns plus (iii) $22,500,000, representing the 45.0% pari passu interest of the Mortgage Loan Seller in the Great Lakes Crossing Outlets Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the bill of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates and the creation of the RR Interest (which price reflects no deduction for any transaction expenses for which the “Bill of Sale”) and (ii) the Class RR Certificates with a $12,658,410 initial Certificate Balance and representing approximately 38.5% of the entire VRR Interest. The Mortgage Loan Seller is responsible). The hereby directs the Purchaser shall pay and/or direct to cause such Class RR Certificates to be paid registered in the cash portion name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such purchase price Class RR Certificates to be delivered to the Mortgage Loan Seller Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. (a) The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, the MLMCI Mortgage Loans identified on the schedule (the "Mortgage Loan Seller, subject Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual MLMCI Mortgage Loans delivered to the Purchaser pursuant to the terms and conditions set forth herein, the hereof. The MLMCI Mortgage Loans. Notwithstanding anything Loans are expected to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” have an aggregate principal balance of $[ ] (the “Del Amo Fashion Center "MLMCI Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date whether or not received. The MLMCI Balance, together with the aggregate principal balance of the Other Mortgage Loan”) was coLoans as of the Cut-originated by the Mortgage Loan Seller, Bank of America, National Association Off Date (“Bank of America”after giving effect to any payments due on or before such date whether or not received), Barclays Bank PLC and Société Générale, and is expected to equal an aggregate principal balance (the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s"Initial Pool Balance") in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 776,325,806 (and only such Mortgage Note(s) will constitute subject to a “Mortgage Loan” variance of plus or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderminus 5%). The purchase and sale of the MLMCI Mortgage Loans shall take place on June 29May 11, 2017 2000 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As The consideration (the "Aggregate Purchase Price") for the MLMCI Mortgage Loans shall consist of a cash amount equal to (i) [ ]% of the MLMCI Balance as of the Cut-off Off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing interest accrued on the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by MLMCI Balance at the related Net Mortgage Note(s) in favor of Rate for the Mortgage Loan Seller period from and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on including the Cut-off Date, after giving effect Off Date up to any payments during or prior to June 2017, whether or but not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated including the Closing Date (which price reflects no deduction for any transaction in the amount of $[ ], less fees and expenses for which payable by the Mortgage Loan Seller is responsible)Seller. The Purchaser Aggregate Purchase Price shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date or its designee by wire transfer in immediately available funds or by such other method as shall be mutually acceptable on the Closing Date. The Purchaser will assign to the parties heretoTrustee, all of its right, title and interest in and to the MLMCI Mortgage Loans.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about February 28, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Interest Reserve Account with respect to each Actual/360 Loan, an Interest Deposit Amount equal to two (2) days of interest on the Cut-off Date Balance of such Mortgage Loan at the related Net Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 79,250,000 plus (ii) $45,000,00018,500,000, representing the 50approximately 24.67% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Green Acres Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the bill of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Bill of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about July 31, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Interest Reserve Account with respect to the 000 Xxxxxx Xxxxxx Mortgage Loan (with respect to its related Mortgage Note identified below), CityLine Augusta Portfolio Mortgage Loan, OrthoSouth Mortgage Loan and the CityLine Hattiesburg Mortgage Loan, an Interest Deposit Amount equal to thirty-one (31) days of interest on the Cut-off Date Balance of such Mortgage Loans at the related Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759140,805,000, plus (ii) $45,000,00043,333,333, representing the 50approximately 66.6667% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center MGM Grand & Mandalay Bay Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(sNote (A-13-1) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,00016,409,091, representing the 65.4approximately 43.1818% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands 000 Xxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(sNote (A-4) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates and the creation of the RR Interest (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”), and (ii) the Class RR Certificate with a $8,434,269 initial interest balance and representing approximately 21.5% of the VRR Interest (by interest balance). The Mortgage Loan Seller hereby directs the Purchaser to cause such Class RR Certificate to be registered in the name of the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct and to cause such Class RR Certificate to be paid delivered to the cash portion Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of such purchase price to the Mortgage Loan Seller on in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about October 17, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case277,403,985, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”), and (ii) a Class VRR Certificate with a $9,327,319 initial Certificate Balance and representing approximately 29.1% of the VRR Interest (by Certificate Balance). The Mortgage Loan Seller hereby directs the Purchaser to cause such Class VRR Certificate to be registered in the name of the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct and to cause such Class VRR Certificate to be paid delivered to the cash portion Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of such purchase price to the Mortgage Loan Seller on in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinPurchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about October 30, 2017 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759599,408,359, subject to a variance of plus or minus 5.0%, plus (ii) $45,000,00023,200,000, representing the 5029.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Xxxxxxx Towers – Xxxxxxxxx X,X,X Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,00035,000,000, representing the 65.4% pari passu principal balance as of the Cut-off Date of the Trust Subordinate Companion Loan. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans Purchase Price”) shall be a combination of (i) the portion of the RR Interest transferred equal to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Xxxx of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about April 14, 2017 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 233,069,443 plus (ii) $45,000,00043,479,070, representing the 50approximately 51.15% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center 000 Xxxxxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”) and (ii) the portion of the VRR Interest with a $29,045,914 initial Certificate Balance and representing approximately 63.5% of the entire VRR Interest. The Mortgage Loan Seller is responsible). The hereby directs the Purchaser shall pay and/or direct to cause such portion of the VRR Interest to be paid registered in the cash portion name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such purchase price VRR Interest to be delivered to the Mortgage Loan Seller Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is February 1, 2014; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during February 2014 are deemed to have been due and received on February 1, 2014 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to February 2014, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)670,057,701. The purchase and sale of the Mortgage Loans shall take place on June 29February 14, 2017 2014 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes an amount equal to two days’ interest for each Interest Reserve Loan sold by Seller to Purchaser, which amount shall be deposited into the Interest Reserve Account on the Closing Date Date. The purchase price shall be paid to Seller by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth herein, the Mortgage Loanshereof. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A 1 hereto as “Del Amo Fashion CenterYeshiva University Portfolio” (the “Del Amo Fashion Center Yeshiva University Portfolio Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association Seller and Argentic Real Estate Finance LLC. (“Bank of AmericaAREF”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 15,000,000 (and only such Mortgage Note(s) Note will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)Note” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off DateDate with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in June 2017 (or, in the case of any Mortgage Loan that has its first (1st) due date after June 2017, the date that would have been its due date in June 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of (i) $90,000,000129,487,849, plus (ii) $15,000,000, representing the 25% pari passu interest of the Seller in the Yeshiva University Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns. The Market Street – The Woodlands Yeshiva University Portfolio Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,00060,000,000. The purchase price for sale of the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds June 8, 2017 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterLife Science Office Portfolio” (the “Del Amo Fashion Center Life Science Office Portfolio Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Généralethe Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 43,890,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29May 5, 2017 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759345,776,936, plus (ii) $45,000,00043,890,000, representing the 5055% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Life Science Office Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about October 17, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case512,602,855, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”), and (ii) a Class VRR Certificate with a $12,235,552 initial Certificate Balance and representing approximately 38.2% of the VRR Interest (by Certificate Balance). The Mortgage Loan Seller hereby directs the Purchaser to cause such Class VRR Certificate to be registered in the name of the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct and to cause such Class VRR Certificate to be paid delivered to the cash portion Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of such purchase price to the Mortgage Loan Seller on in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about May 27, 2017 2021 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Collection Account with respect to each of the Gardens Plaza Mortgage Loan and the Mission Courtyard Mortgage Loan, a Closing Date Deposit Amount equal to thirty-one (31) days of interest on the Cut-off Date Balance of such Mortgage Loans at the related Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 136,975,000 plus (ii) $45,000,00032,000,000, representing the 5033.3% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Burlingame Point Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Xxxx of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of AmericaXxxxx Fargo Bank, National Association (“Bank of AmericaXxxxx Fargo Bank”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 34,543,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29July 27, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759235,604,094, plus (ii) $45,000,00035,543,000, representing the 5058.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June July 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,00059,543,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser Depositor agrees to purchase from purchase, the mortgage loans (the "Mortgage Loans"), identified on the schedules annexed hereto as Exhibit 1 (the "15 Year Loan Schedule") and Exhibit 2 (the "30 Year Loan Schedule," and together with the 15 Year Loan Schedule, the "Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderSchedule"). The purchase and sale Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 15 years from the date of origination, in the case of the Mortgage Loans shall take place identified on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto 15 Year Loan Schedule (the “Closing Date”"15 Year Loans"), and 30 years from the date of origination, in the case of the Mortgage Loans identified on the 30 Year Loan Schedule (the "30 Year Loans"). As of The 15 Year Loans and the Cut-off Date, the Mortgage 30 Year Loans will have an aggregate outstanding principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during due on or prior to June 2017, before such date whether or not received, of $90,000,000approximately $ (plus or minus 2.5%) and $ (plus or minus 2.5%), respectively, or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the 15 Year Loans and 30 Year Loans accepted by the Depositor for deposit into the Trust Fund. The Market Street – sale of the Mortgage Loans shall take place on or prior to June , 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"), subject to the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the "Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), each to be entered into among the Depositor, Bank of America, FSB and Lehmxx Xxxthers Inc. (the "Underwriter"). The Woodlands Mortgage purchase price for the 15 Year Loans (the "15 Year Loan will have an Purchase Price") shall be equal to % of the aggregate balance outstanding principal balances thereof as of the close of business on the Cut-off Date, after giving effect together with interest accrued on such principal balance at a per annum rate equal to any payments during or prior ____% from the Cut-off Date to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.but not

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the Seller's transfer of the related servicing rights as provided in the Servicing Rights Purchase Agreement dated as of March 1, 2007 (the "Servicing Rights Purchase Agreement") between the Seller and Capmark Finance Inc. and subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29March 16, 2017 2007 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the close of business on the respective Due Dates for the Mortgage Loans in March 2007 (individually and collectively, the "Cut-off Date"), the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, Loans on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of as set forth in the Mortgage Loan Schedule attached hereto as Exhibit A. Seller in shall sell to Depositor, and Depositor shall purchase from Seller, the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of Loans pursuant to this Agreement for the Mortgage Loan Seller and its successors and assignsPurchase Price (as defined herein), plus (iii) $42,500,000, representing the 65.4% pari passu which includes accrued interest of on the Mortgage Loan Seller in the Market Street – The Woodlands Loans at their respective Net Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller Rates from and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on including the Cut-off Date to but not including the Closing Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds to an account designated by the Seller or by such other method as shall be mutually acceptable to the parties hereto. The "Mortgage Loan Purchase Price" paid by Depositor shall be equal to the amount that the Depositor and the Seller have mutually agreed upon.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29September 30, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000295,885,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the sum of (i) $210,000 in respect of the 9th & Xxxxxx Mortgage Loan, (ii) $96,666.67 in respect of the Heritage Park Apartments Mortgage Loan and (iii) $126,317.92 in respect of the ExchangeRight Net Leased Portfolio #39 Mortgage Loan, each of which has an initial Due Date in November 2020, to be deposited by the Depositor into the Collection Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund. The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) each of the Mortgage Loan Loans identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterCentury Plaza Towers” (the “Del Amo Fashion Center Century Plaza Towers Mortgage Loan”) and “Xxxxxxx Park” (the “Xxxxxxx Park Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Deutsche Bank AG, New York Branch, the Mortgage Loan SellerSeller and MSBNA, in the case of the Century Plaza Towers Mortgage Loan, and by Bank of America, National Association (“Bank and the Mortgage Loan Seller, in the case of America”), Barclays Bank PLC and Société Généralethe Xxxxxxx Park Mortgage Loan, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) Notes in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount amounts of $45,000,000 42,500,000 and $50,000,000, respectively (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) Notes will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29December 10, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759364,878,601, plus (ii) $45,000,00042,500,000, representing the 50approximately 40.48% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Century Plaza Towers Mortgage Loan, which pari passu interest is represented by the related Mortgage Notes in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $50,000,000, representing the 50.00% pari passu interest of the Mortgage Loan Seller in the Xxxxxxx Park Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser Depositor agrees to purchase from purchase, the mortgage loans (the "Mortgage Loans"), identified on the schedules annexed hereto as Exhibit 1 (the "15 Year Loan Schedule") and Exhibit 2 (the "30 Year Loan Schedule," and together with the 15 Year Loan Schedule, the "Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunderSchedule"). The purchase and sale Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 15 years from the date of origination, in the case of the Mortgage Loans shall take place identified on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto 15 Year Loan Schedule (the “Closing Date”"15 Year Loans"), and 30 years from the date of origination, in the case of the Mortgage Loans identified on the 30 Year Loan Schedule (the "30 Year Loans"). As of The 15 Year Loans and the Cut-off Date, the Mortgage 30 Year Loans will have an aggregate outstanding principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during due on or prior to June 2017, before such date whether or not received, of approximately $90,000,000__________ (plus or minus 2.5%) and $__________ (plus or minus 2.5%), respectively, or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the 15 Year Loans and 30 Year Loans accepted by the Depositor for deposit into the Trust Fund. The Market Street – sale of the Mortgage Loans shall take place on or prior to May __, 1998 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"), subject to the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the "Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), each to be entered into among the Depositor, Bank of America, FSB and Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation (the "Underwriter"). The Woodlands Mortgage purchase price for the 15 Year Loans (the "15 Year Loan will have an Purchase Price") shall be equal to _____% of the aggregate balance outstanding principal balances thereof as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.off

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is May 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during May 2013 are deemed to have been received on May 1, 2013 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to May 2013, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)330,512,816. The purchase and sale of the Mortgage Loans shall take place on June 29May 2, 2017 2013 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Bxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about December 12, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case275,840,769, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates and the creation of the RR Interest (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”), (ii) a Class RR Certificate with a $16,688,835 initial Certificate Balance and representing approximately 43.9% of the aggregate of the Class RR Certificates (by Certificate Balance) and the RR Interest, and (iii) the 180W-VRR Interest with a $6,375,000 initial Certificate Balance and representing 100.0% of the 180W-VRR Interest. The Mortgage Loan Seller is responsible). The hereby directs the Purchaser shall pay and/or direct to cause such Class RR Certificate and the 180W-VRR Interest to be paid registered in the cash portion name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such purchase price Class RR Certificate and the 180W-VRR Interest to be delivered to the Mortgage Loan Seller Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. (a) The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A, excluding the subservicing strip on one Mortgage Loan (control number 23), which has been retained by the entity from which the Seller acquired such Mortgage Loans, shall not be part of REMIC I and shall be distributed pursuant to Section 3.05(a)(xv) of the Pooling and Servicing Agreement. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. (The Mortgage Loans identified on the Mortgage Loan Seller, subject Schedule shall hereinafter be referred to as the terms and conditions set forth herein, the "First Union Mortgage Loans. Notwithstanding anything to the contrary herein, (i.") the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the First Union Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, balance of $428,853,759, plus 580,717,843.40 (iithe "First Union Balance") $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, due before such date whether or not received, . The First Union Balance and the MLMC Balance (as defined in the MLMC Agreement) together equal an aggregate principal balance (the "Initial Pool Balance") of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,0001,138,310,835. The purchase price for and sale of the First Union Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds November 25, 1996 or by such other method date as shall be mutually acceptable to the parties heretohereto (the "Closing Date"). The consideration for the First Union Mortgage Loans shall consist of (A) a cash amount equal to 100% of the aggregate principal balance of the First Union Mortgage Loans, plus (B) interest accrued on each First Union Mortgage Loan at the related Net Mortgage Rate, for the period from and including the Cut-off Date up to but not including the Closing Date, which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the First Union Mortgage Loans.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterArizona Xxxxx” (the “Del Amo Fashion Center Arizona Xxxxx Mortgage Loan”) ), which was co-originated by the Mortgage Loan Seller, Seller and Bank of America, National Association (“Bank of America”)Association, Barclays Bank PLC and Société Généraleis a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 31,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29October 7, 2017 2021 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759265,964,072, plus (ii) $45,000,00031,452,990, representing the 5042.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Arizona Xxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29November 30, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000300,605,900. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the sum of (i) $205,102.50 in respect of the 000 Xxxx 00xx Xxxxxx Mortgage Loan, (ii) $56,945.83 in respect of the 000 Xxxxxxxx Xxxxxx Mortgage Loan, (iii) $38,989.17 in respect of the 00 Xxxxxxx Xxxxxx & 00 Xxxxx Xxxxxx Mortgage Loan, (iv) $17,883.33 in respect of the 169-171 University Avenue Mortgage Loan and (v) $9,450.00 in respect of the Walgreens Aurora Mortgage Loan, each of which has an initial Due Date after December 2020, to be deposited by the Depositor into the Collection Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund. The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the RR Interest referenced above directly to MSBNA.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is [__] [__], 20[__]; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during [__] 20[_] are deemed to have been received on [__] [__], 20[__] rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to [_] 20[_], whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)[________]. The purchase and sale of the Mortgage Loans shall take place on June 29[__] [__], 2017 or 20[__]or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the Mortgage Loan parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, each of (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion Center55 Xxxxxx Yards” (the “Del Amo Fashion Center 55 Xxxxxx Yards Mortgage Loan”) ), which was co-originated by the Mortgage Loan Seller, DBR Investments Co. Limited and MSBNA, and (ii) the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Xxxxxxx Park” (the “Xxxxxxx Park Mortgage Loan”), which was co-originated by the Mortgage Loan Seller and Bank of America, National Association (“Bank of America”)Association, Barclays Bank PLC and Société Généraleis a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(sx) will constitute a “in the case of the 55 Xxxxxx Yards Mortgage Loan” or “Mortgage Note(s)” hereunder), $75,000,000 and (iiy) in the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (case of the “Market Street – The Woodlands Xxxxxxx Park Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29December 19, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759237,301,590, plus (ii) $45,000,00075,000,000, representing the 5075% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center 55 Xxxxxx Yards Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,00050,000,000, representing the 65.450% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Xxxxxxx Park Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about May 27, 2017 2021 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 134,200,000 plus (ii) $45,000,00040,000,000, representing the 5041.7% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Burlingame Point Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Xxxx of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth herein, the Mortgage Loanshereof. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A 1 hereto as “Del Amo Fashion CenterWolfchase Galleria” (the “Del Amo Fashion Center Wolfchase Galleria Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 35,000,000 (and only such Mortgage Note(s) Note will constitute a “Mortgage Loan” or “Mortgage Note(s)Note” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off DateDate with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in December 2016 (or, in the case of any Mortgage Loan that has its first (1st) due date after December 2016, the date that would have been its due date in December 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017December 2016, whether or not received, of (i) $90,000,000329,818,407, plus (ii) $34,950,870.50, representing the 50% pari passu interest of the Seller in the Wolfchase Galleria Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns. The Market Street – The Woodlands Seller and MSMCH co-originated the Wolfchase Galleria Mortgage Loan Loan, which will have an aggregate balance as of the close of business on the Cut-off Off Date, after giving effect to any payments during or prior to June 2017December 2016, whether or not received, of $65,000,00069,901,741. The purchase price for sale of the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds December 7, 2016 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth herein, the Mortgage Loanshereof. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan The mortgage loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterILPT Logistics Portfolio” (the “Del Amo Fashion Center ILPT Logistics Portfolio Mortgage Loan”) was co-originated by the Mortgage Loan SellerSeller and Citi Real Estate Funding Inc., UBS AG, Bank of America, National Association N.A. and Xxxxxx Xxxxxxx Bank, N.A. (“Bank of AmericaMSBNA”), Barclays Bank PLC ) and Société Générale, and the is a Joint Mortgage Loan with respect to Seller. Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns Promissory Note A-2-D in the original principal amount of $45,000,000 12,114,537.60 (and the “ILPT Logistics Portfolio Note A-2-D”). Notwithstanding anything to the contrary herein, only such Mortgage Note(s) will Note shall constitute a “Mortgage Loan” or “Mortgage Note(s)Note” hereunder), and (ii) the information on the Mortgage Loan identified on Exhibit A Schedule attached hereto as “Market Street – is presented solely with respect to such Mortgage Note. The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was coCut-originated by the off Date with respect to each Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and is the respective due date for such Mortgage Loan Seller is only selling to in April 2022 (or, in the Purchaser the related Mortgage Note(s) in favor case of the any Mortgage Loan Seller and that has its successors and assigns first (1st) due date after April 2022, the date that would have been its due date in April 2022 under the original principal amount terms of $42,500,000 (and only such Mortgage Note(s) will constitute Loan if a “Mortgage Loan” or “Mortgage Note(s)” hereundermonthly debt service payment were scheduled to be due in that month). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017April 2022, whether or not received, of (i) $90,000,000. 115,967,500, plus (ii) $12,114,537.60, representing the 50.0% pari passu interest of Seller in the ILPT Logistics Portfolio Mortgage Loan, which pari passu interest is represented by the ILPT Logistics Portfolio Note A-2-D. The Market Street – The Woodlands ILPT Logistics Portfolio Mortgage Loan will have an aggregate a principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017April 2022, whether or not received, of $65,000,00024,229,075.20. The purchase price for sale of the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds April 7, 2022 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. (a) The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. (The Mortgage Loans identified on the Mortgage Loan Seller, subject Schedule shall hereinafter be referred to as the terms and conditions set forth herein, the "LBHI Mortgage Loans. Notwithstanding anything to the contrary herein, (i.") the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the LBHI Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, balance of $428,853,759, plus 784,188,582.16 (iithe "LBHI Balance") $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during due on or prior to June 2017, before such date whether or not received, . The LBHI Balance and the First Union Balance (as defined in the First Union Agreement) together equal an aggregate principal balance (the "Initial Pool Balance") of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,0001,305,448,224. The purchase price for and sale of the LBHI Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds May 1, 1997 or by such other method date as shall be mutually acceptable to the parties heretohereto (the "Closing Date"). The consideration for the LBHI Mortgage Loans shall consist of (A) a cash amount equal to 100% of the aggregate principal balance of the LBHI Mortgage Loans, plus (B) interest accrued on each LBHI Mortgage Loan at the related Net Mortgage Rate, for the period from and including the Cut-off Date up to but not including the Closing Date, which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the LBHI Mortgage Loans.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Sellerpurchase, on a servicing released basis, subject to the terms execution of that certain Servicing Rights Purchase Agreement, dated as of June 8, 2006, between the Seller and conditions set forth hereinthe General Master Servicer (the "Servicing Rights Purchase Agreement"), the Mortgage Loans. Notwithstanding anything Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the contrary herein, (i) the terms hereof. The Cut-Off Date with respect to each Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center is such Mortgage Loan”) was co-originated by 's Due Date in the month of June 2006. The Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, Loans and the Other Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor Loans will have an aggregate principal balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)48,313,591. The purchase and sale of the Mortgage Loans shall take place on June 298, 2017 2006 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by the Purchaser for the Mortgage Loans shall be a combination of (i) equal the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable on the Closing Date. On the Closing Date, the Purchaser will assign to the parties heretoTrustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 15), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 15).

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth hereinhereof. The Cut-Off Date with respect to the Mortgage Loans is November 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during November 2015 are deemed to have been due and received on November 1, 2015 rather than the actual date of receipt. The Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto Loans will have an aggregate principal balance as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments during or prior to November 2015, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)80,042,511. The purchase and sale of the Mortgage Loans shall take place on June 29November 24, 2017 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Initial Due Date Loan Initial Deposit, if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in January 2016, to be deposited by the Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust Fund which for each such Mortgage Loan shall be an amount equal to 30 days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such Mortgage Loan as of the Cut-off Date, . Any such Initial Due Date Loan Initial Deposit will be allocated and distributed in accordance with the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller Pooling and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000Servicing Agreement. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred paid to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to on the parties heretoClosing Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion Colorado Center” (the “Del Amo Fashion Colorado Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of AmericaMSBNA and Xxxxx Fargo Bank, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCHXxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $42,500,000 40,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29December 20, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759332,567,983, plus (ii) $45,000,00040,000,000, representing the 5066.7% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Colorado Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Colorado Center Mortgage Loan will have an aggregate balance as of the close of business on the a Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, Date Balance of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,00060,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. (a) The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Sellerpurchase, subject to the terms and conditions set forth without recourse except as specifically provided herein, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans. Notwithstanding anything to the contrary herein, (i) The Mortgage Loans identified on the Mortgage Loan identified on Exhibit A hereto Schedule shall hereinafter be referred to as “Del Amo Fashion Center” (the “Del Amo Fashion Center "Daiwa Mortgage Loan”Loans.") was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Daiwa Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, balance of $428,853,759, plus 181,313,093.17 (iithe "Daiwa Balance") $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, due before such date whether or not received. The Daiwa Balance, the MLMC Balance (as defined in the MLMC Agreement) and the GECA Balance (as defined in the GECA Agreement) together equal an aggregate principal balance (the "Initial Pool Balance") of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000840,787,856. The purchase price for and sale of the Daiwa Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds June 26, 1997 or by such other method date as shall be mutually acceptable to the parties heretohereto (the "Closing Date"). The consideration for the Daiwa Mortgage Loans shall consist of a cash amount equal to (A) 101.97% of the Daiwa Balance, plus (B) interest accrued on each Daiwa Mortgage Loan at the related Mortgage Rate, for the period from and including the Cut-off Date up to but not including the Closing Date, which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the Daiwa Mortgage Loans.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterAventura Mall” (the “Del Amo Fashion Center Aventura Mall Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Bank of AmericaMSBNA and Xxxxx Fargo Bank, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCHXxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $42,500,000 50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29September 27, 2017 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759457,169,593, plus (ii) $45,000,00050,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Aventura Mall Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the RR Interest referenced above directly to MSBNA.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29September 30, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000321,196,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the sum of (i) $18,400.00 in respect of the Storage Xxx Xxxxx Mortgage Loan, (ii) $11,653.33 in respect of the Convenient Self Storage Mortgage Loan and (iii) $10,293.33 in respect of the Store More Self Storage Mortgage Loan, each of which has an initial Due Date in November 2020, to be deposited by the Depositor into the Collection Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund. The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the RR Interest referenced above directly to MSBNA.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the PurchaserPurchaser upon (i) receipt of the Mortgage Loan Purchase Price referred to in this Section 1, without recourse, representation or warranty, other than as set forth hereinand (ii) delivery to the Certificate Administrator (to be held on behalf of the Mortgage Loan Seller in accordance with Section 5.01 of the Pooling and Servicing Agreement) of the Class VRR Certificates (registered in the name of the Mortgage Loan Seller) with a $21,551,091 initial Certificate Balance and representing 100% of the VRR Interest, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about December 20, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case204,173,042, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The cash purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date date hereof (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Cross Receipt”). The Purchaser Class VRR Certificates shall pay and/or direct to be paid the cash portion of such purchase price to constitute partial consideration for the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoLoans.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth herein, the Mortgage Loanshereof. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan The mortgage loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterILPT Logistics Portfolio” (the “Del Amo Fashion Center ILPT Logistics Portfolio Mortgage Loan”) was co-originated by the Mortgage Loan SellerCiti Real Estate Funding Inc., UBS AG, Bank of America, National Association N.A., Xxxxxx Xxxxxxx Bank, N.A. and Bank of Montreal (“Bank of AmericaBMO”), Barclays Bank PLC ) and Société Générale, and the is a Joint Mortgage Loan with respect to Seller. Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns Promissory Note A-2-E in the original principal amount of $45,000,000 12,114,537.60 (and the “ILPT Logistics Portfolio Note A-2-E”). Notwithstanding anything to the contrary herein, only such Mortgage Note(s) will Note shall constitute a “Mortgage Loan” or “Mortgage Note(s)Note” hereunder), and (ii) the information on the Mortgage Loan identified on Exhibit A Schedule attached hereto as “Market Street – is presented solely with respect to such Mortgage Note. The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was coCut-originated by the off Date with respect to each Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and is the respective due date for such Mortgage Loan Seller is only selling to in April 2022 (or, in the Purchaser the related Mortgage Note(s) in favor case of the any Mortgage Loan Seller and that has its successors and assigns first (1st) due date after April 2022, the date that would have been its due date in April 2022 under the original principal amount terms of $42,500,000 (and only such Mortgage Note(s) will constitute Loan if a “Mortgage Loan” or “Mortgage Note(s)” hereundermonthly debt service payment were scheduled to be due in that month). The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017April 2022, whether or not received, of (i) $90,000,000. 255,493,720, plus (ii) $12,114,537.60, representing the 50.0% pari passu interest of Seller in the ILPT Logistics Portfolio Mortgage Loan, which pari passu interest is represented by the ILPT Logistics Portfolio Note A-2-E. The Market Street – The Woodlands ILPT Logistics Portfolio Mortgage Loan will have an aggregate a principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017April 2022, whether or not received, of $65,000,00024,229,075.20. The purchase price for sale of the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds April 7, 2022 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29September 30, 2017 2014 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, Loans on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case50,658,000, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Purchaser the aggregate Closing Date Interest Amount with respect to each of the Mortgage Loans that has an initial Due Date in November 2014 (which amount shall, in the aggregate, be equal to $140,909.77) (to be remitted by the Purchaser to the General Master Servicer and thereafter to be remitted by the General Master Servicer to the Certificate Administrator to be deposited in the Distribution Account for the benefit of the Certificateholders), which Closing Date Interest Amount for each such Mortgage Loan shall represent an amount equal to 30 days of interest at the related Mortgage Rate on the related Stated Principal Balance of such Mortgage Loans as of the Cut-off Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterLife Science Office Portfolio” (the “Del Amo Fashion Center Life Science Office Portfolio Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Xxxxx Fargo Bank, National Association and the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 35,910,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29May 5, 2017 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759423,866,222, plus (ii) $45,000,00035,910,000, representing the 5045% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Life Science Office Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about February 28, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Interest Reserve Account with respect to each Actual/360 Loan, an Interest Deposit Amount equal to two (2) days of interest on the Cut-off Date Balance of such Mortgage Loan at the related Net Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 268,944,000 plus (ii) $45,000,00025,000,000, representing the 50approximately 33.33% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Green Acres Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the bill of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Bill of Sale”) and (ii) the portion of the VRR Interest with a $28,860,451 initial Certificate Balance and representing approximately 75.4% of the entire VRR Interest. The Mortgage Loan Seller is responsible). The hereby directs the Purchaser shall pay and/or direct to cause such portion of the VRR Interest to be paid registered in the cash portion name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such purchase price VRR Interest to be delivered to the Mortgage Loan Seller Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about February 12, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Interest Reserve Account with respect to each Actual/360 Loan, an Interest Deposit Amount equal to one (1) day of interest on the Cut-off Date Balance of such Mortgage Loan at the related Net Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759225,200,000, subject to a variance of plus or minus 5.0%, plus (ii) $45,000,00022,500,000, representing the 5050.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center 0000 Xxxxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus . The purchase price of the Mortgage Loans (iii) $42,500,000, representing the 65.4% pari passu inclusive of accrued interest and exclusive of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”), and (ii) a Class VRR Interest Certificate with a $20,725,250 initial Certificate Balance and representing approximately 46.10% of the VRR Interest (by Certificate Balance). The Mortgage Loan Seller is responsible). The hereby directs the Purchaser shall pay and/or direct to cause such Class VRR Interest Certificate to be paid registered in the cash portion name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such purchase price Class VRR Interest Certificate to be delivered to the Mortgage Loan Seller Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Mortgage Loan 1.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the “Mortgage Loan SellerSchedule”) annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof, and conditions set forth herein, in the Mortgage Loans. Notwithstanding anything to case of the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Herald Center Mortgage Loan”) was co-originated by , together with the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, corresponding Herald Center REMIC II Regular Interest and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)Herald Center REMIC II Residual Interest. The purchase and sale of Cut-off Date with respect to the Mortgage Loans shall take place on June 29is October 1, 2017 or such other date as shall be mutually acceptable 2015; provided, that for purposes of determining amounts allocable to the parties hereto related Seller, with respect to any Mortgage Loans not having due dates on the first (the “Closing Date”). As 1st) day of the Cut-off Dateeach month, the scheduled payments of principal and/or interest due thereon during October 2015 are deemed to have been due and received on October 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017October 2015, whether or not received, of $90,000,000481,537,238. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as sale of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds October 15, 2015 or by such other method date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Xxxx of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterAventura Mall” (the “Del Amo Fashion Center Aventura Mall Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC MSBNA and Société GénéraleXxxxx Fargo, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June November 29, 2017 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, received of (i) $428,853,759295,865,924, plus (ii) $45,000,00050,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Aventura Mall Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about February 28, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Interest Reserve Account with respect to each Actual/360 Loan, an Interest Deposit Amount equal to two (2) days of interest on the Cut-off Date Balance of such Mortgage Loan at the related Net Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 160,288,945 plus (ii) $45,000,00028,000,000, representing the 50approximately 37.33% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Brandywine Strategic Office Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Notes in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the bill of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Bill of Sale”) and (ii) the portion of the VRR Interest with a $9,414,447 initial Certificate Balance and representing approximately 24.6% of the entire VRR Interest. The Mortgage Loan Seller hereby directs the Purchaser to cause such portion of the VRR Interest to be registered in the name of the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct and to cause such VRR Interest to be paid delivered to the cash portion Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of such purchase price to the Mortgage Loan Seller on in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about December 31, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Collection Account with respect to the Medici Office Park Mortgage Loan, a Closing Date Deposit Amount equal to thirty-one (31) days of interest on the Cut-off Date Balance of such Mortgage Loan at the related Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case115,900,000, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans shall be a combination (inclusive of (i) the portion accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller pursuant Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible“Xxxx of Sale”). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion Center000 Xxxx Xxxxxx Xxxxx” (the “Del Amo Fashion Center Mortgage 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Xxxxx Fargo Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 55,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29October 23, 2017 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of (i) $428,853,759359,425,703, plus (ii) $45,000,00055,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, the Mortgage Loans identified on the Mortgage Loan SellerSchedule; provided however, subject with respect to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan SellerSchedule as Georgia-Alabama Retail Portfolio, Bank the related insurance premium reserve with a Cut-off Date balance of America, National Association $224,090 (“Bank of America”), Barclays Bank PLC and Société Générale, the "Insurance Premium Reserve") shall not be transferred hereunder and the Mortgage Loan Seller is only selling to the Purchaser Insurance Premium Reserve account (i) shall not be additional collateral for the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) shall, to the extent not used to cover insurance premiums, be returned to the Seller as provided in the related Mortgage Loan identified on Exhibit A hereto as “Market Street – Documents. The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Schedule may be amended to reflect the actual Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling Loans delivered to the Purchaser pursuant to the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)terms hereof. The purchase and sale of the Mortgage Loans shall take place on June 29, 2017 or such other date as shall be mutually acceptable are expected to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, balance of $428,853,759, plus 1,181,764,437 (ii) $45,000,000, representing the 50% pari passu interest of the "Countrywide Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(sBalance") in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance ) as of the close of business on the Cut-off Date, after giving effect to any payments during due on or prior to June 2017before such date, whether or not such payments are received, of $90,000,000. The Market Street – The Woodlands Countrywide Mortgage Loan will have an Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the close of business on the Cut-off Date, Date (after giving effect to any payments during due on or prior to June 2017before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $65,000,0002,785,502,677 (subject to a variance of plus or minus 5%). The purchase price for and sale of the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth take place on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds June 13, 2007 or by such other method date as shall be mutually acceptable to the parties heretoto this Agreement (the "Closing Date"). The consideration (the "Purchase Consideration") for the Mortgage Loans shall be equal to (i) 99.0587% of the Seller Mortgage Loan Balance as of the Cut off Date, plus (ii) $2,268,223, which amount represents the amount of interest accrued on the Seller Mortgage Loan Balance, as agreed to by the Seller and the Purchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about December 31, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Collection Account with respect to each of the 1088 Sansome Mortgage Loan, the Pet Food Experts Industrial Mortgage Loan, the Frontier Self Storage Mortgage Loan, the Reladyne Industrial Mortgage Loan and the Alief Westwood Self Storage Mortgage Loan, a Closing Date Deposit Amount equal to thirty-one (31) days of interest on the Cut-off Date Balance of such Mortgage Loans at the related Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,75971,464,000, plus (ii) $45,000,00020,000,000, representing the 5025.00% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center The Grace Building Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(sNote in favor of the Mortgage Loan Seller and its successors and assigns plus (iii) $35,000,000, representing the 46.67% pari passu interest of the Mortgage Loan Seller in the MGM Grand & Mandalay Bay Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”) and (ii) the VRR Interest with a $40,710,850 initial Certificate Balance and representing 100% of the entire VRR Interest. The Mortgage Loan Seller is responsible). The hereby directs the Purchaser shall pay and/or direct to cause the VRR Interest to be paid registered in the cash portion name of such purchase price Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause the VRR Interest to be delivered to the Mortgage Loan Seller Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about April 14, 2017 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 292,776,731 plus (ii) $45,000,00041,520,930, representing the 50approximately 48.85% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center 000 Xxxxxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Xxxx of Sale”) and (ii) the portion of the VRR Interest with a $16,695,683 initial Certificate Balance and representing approximately 36.5% of the entire VRR Interest. The Mortgage Loan Seller hereby directs the Purchaser to cause such portion of the VRR Interest to be registered in the name of the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct and to cause such VRR Interest to be paid delivered to the cash portion Certificate Administrator to be held in the retained Interest Safekeeping Account on behalf of such purchase price to the Mortgage Loan Seller on in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion CenterPhiladelphia Marriott Downtown” (the “Del Amo Fashion Center Philadelphia Marriott Downtown Mortgage Loan”) was co-originated by the is a Joint Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling with respect to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC Xxxxx Fargo Bank, National Association (“MSMCH”among others), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $42,500,000 10,000,000 (and only such Mortgage Note(s) Note will constitute a “Mortgage Loan” or “Mortgage Note(s)Note” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29December 19, 2017 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000132,000,000. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Sellerpurchase, on a servicing released basis (but subject to the terms designation of Principal Capital Management, LLC as primary servicer (the "Primary Servicer") under the Pooling and conditions set forth hereinServicing Agreement as enduring Primary Servicer), the Mortgage Loans. Notwithstanding anything Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was coterms hereof. The Cut-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling Off Date with respect to the Purchaser loans set forth on Schedule B shall be August 5, 1999; the related Cut-Off Date with respect to the remaining Mortgage Note(s) in favor Loans is August 1, 1999. The Mortgage Loans will have an aggregate principal balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)337,702,158. The purchase and sale of the Mortgage Loans shall take place on June 29August 10, 2017 1999 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by the Purchaser for the Mortgage Loans shall be a combination of (i) equal the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price on Exhibit 3 hereto. Such purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable on the Closing Date. On the Closing Date, the Purchaser will assign to the parties heretoTrustee pursuant to the Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 14), and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and the Purchaser's rights under this Agreement (to the extent set forth in Section 14).

Agreement to Purchase. The Mortgage Loan 43.1 Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan SellerSchedule") annexed hereto as Exhibit 1, subject as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms and conditions set forth herein, hereof. The Cut-Off Date with respect to the Mortgage LoansLoans is August 1, 2006. Notwithstanding anything The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to the contrary hereinany payments due on or before such date, whether or not received, of (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and 145,826,388 plus (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (50% pari passu interest of the “Market Street – The Woodlands Seller in the G&L Portfolio Mortgage Loan”) was , which such pari passu interest is represented by the related Mortgage Note with a Cut-Off Date balance of $71,125,000. Seller and Morgan Stanley Mortgage Capital Inc. co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”)G&L Portfolix Xxxxgxxx Xxxn, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor which will have an aggregate balance as of the Mortgage Loan Seller and its successors and assigns in close of business on the original principal amount Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder)142,250,000. The purchase and sale of the Mortgage Loans shall take place on June 29August 17, 2017 2006 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price to be paid by Purchaser for the Mortgage Loans shall be a combination of (i) equal the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable on the Closing Date. Notwithstanding anything to the parties heretocontrary contained herein, with respect to the G&L Portfolio Mortgage Loan, references to a Mortgage Note herein shall mean the Mortgage Note related to the G&L Portfolio Mortgage Loan.

Agreement to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto B to the Pooling and Servicing Agreement as “Del Amo Fashion Center55 Xxxxxx Yards” (the “Del Amo Fashion Center 55 Xxxxxx Yards Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC DBR Investments Co. Limited and Société GénéraleMSBNA, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “75,000,000 with respect to the 55 Xxxxxx Yards Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) representing the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor 75% pari passu interest of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 55 Xxxxxx Yards Mortgage Loan (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29February 13, 2017 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans Loan will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000451,185,669. The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor with respect to each Actual/360 Mortgage Loan, an amount equal to one (1) day of interest at the related Net Mortgage Rate on the related Cut-off Date Balance.

Agreement to Purchase. The Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer, set over transfer and otherwise convey to the Purchaser, without recourse, representation Purchaser upon receipt by the Mortgage Loan Seller (or warranty, other than as set forth hereinits designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth hereinpurchase, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on June 29or about January 31, 2017 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balancebalance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due on the Mortgage Loans, if any, thereon on or before such datethe Cut-off Date, whether or not received, of (i) $428,853,759, 296,460,000 plus (ii) $45,000,00015,000,000, representing the 5025% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 55.0%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price for of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be a combination of equal to (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on in (and subject to the cross receipt adjustments contemplated by) the bill of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser dated in connection with this Agreement and the Closing Date issuance of the Certificates (which price reflects no deduction for any transaction expenses for which the “Bill of Sale”) and (ii) the portion of the VRR Interest with a $8,671,455 initial Certificate Balance and representing approximately 33.5% of the entire VRR Interest. The Mortgage Loan Seller hereby directs the Purchaser to cause such portion of the VRR Interest to be registered in the name of the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct and to cause such VRR Interest to be paid delivered to the cash portion Certificate Administrator to be held in the Retained Interest Safekeeping Account on behalf of such purchase price to the Mortgage Loan Seller on in accordance with the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties heretoPooling and Servicing Agreement.