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

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in a Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date) and, in the case of the Mortgage Loans identified on the Mortgage Loan Schedule as 1414 & 1418 K Street, Japan Town Center, Riverside on the Jxxxx and Storage by Gxxxxx and Napa Valley Wine Storage, the “regular interest” and “residual interest” in each individual loan REMIC formed pursuant to the respective REMIC Declarations executed on March 29, 2012. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in a Companion Loan) and for each Loan REMIC, a copy of the related REMIC Declaration and the related filed IRS Forms SS-4 and 8811 will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 18, 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 18, 2012 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $591,931,858.84, plus accrued interest on the Mortgage Loans from and including June 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights of the holders of interests in a the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date Date, (and, in any event, excluding payments of principal principal, interest and interest first other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date) and, in the case of the Mortgage Loans identified on the Mortgage Loan Schedule as 1414 & 1418 K Street, Japan Town Center, Riverside on the Jxxxx and Storage by Gxxxxx and Napa Valley Wine Storage, the “regular interest” and “residual interest” in each individual loan REMIC formed pursuant to the respective REMIC Declarations executed on March 29, 2012). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in a the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan) and for each , the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan REMIC, a copy of the related REMIC Declaration and the related filed IRS Forms SS-4 and 8811 DoubleTree Hotel Universal Companion Loans) will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holders of the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in a the 590 Madison Companion Loans, the South Plains Mall Companion Loans, the Westin Boston Waterfront Companion Loans, the Element LA Companion Loans, the Glenbrook Square Companion Loan, the Xxxxxxx Hotel Portfolio Companion Loans, the GSA Portfolio Companion Loan and the DoubleTree Hotel Universal Companion Loans) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the 590 Madison Mortgage Loan, the South Plains Mall Mortgage Loan, the Westin Boston Waterfront Mortgage Loan, the Glenbrook Square Mortgage Loan, the Element LA Mortgage Loan, the Xxxxxxx Hotel Portfolio Mortgage Loan, the DoubleTree Hotel Universal Mortgage Loan and the GSA Portfolio Mortgage Loan pursuant to this Section 1, the Seller does hereby assign to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the 590 Madison Mortgage Loan, the South Plains Mall Mortgage Loan, the Westin Boston Waterfront Mortgage Loan, the Element LA Mortgage Loan, the Glenbrook Square Mortgage Loan, the Xxxxxxx Hotel Portfolio Mortgage Loan, the GSA Portfolio Mortgage Loan and the DoubleTree Hotel Universal Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party may have thereunder in its capacity as any 590 Madison Companion Loan Holder, South Plains Mall Companion Loan Holder, Westin Boston Waterfront Companion Loan Holder, Element LA Companion Loan Holder, Glenbrook Square Companion Loan Holder, Xxxxxxx Hotel Portfolio Companion Loan Holder, GSA Portfolio Companion Loan Holder and DoubleTree Hotel Universal Companion Loan Holder). The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 18November 16, 2012 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 18November 16, 2012 2015 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $591,931,858.84697,524,361.40, plus accrued interest on the Mortgage Loans from and including June December 1, 2012 2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in a Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date) and, in the case of the Mortgage Loans Loan identified on the Mortgage Loan Schedule as 1414 & 1418 K Street, Japan Town Center, Riverside on the Jxxxx and Storage by Gxxxxx and Napa Valley Wine Storage10 Xxxxxxx Xxxxx Xxxxx, the “regular interest” and “residual interest” in each individual loan REMIC formed pursuant to the respective REMIC Declarations executed on March 29, 201210 Xxxxxxx Xxxxx Xxxxx Xxxxxxx Deposit. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in a Companion Loan) and for each Loan REMIC, a copy of the related REMIC Declaration and the related filed IRS Forms SS-4 and 8811 will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 18September 10, 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 18September 10, 2012 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $591,931,858.84135,135,875, plus accrued interest on the Mortgage Loans from and including June September 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.

Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), subject to the rights of the holders of interests in a Companion Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date) and, in the case of the Mortgage Loans Loan identified on the Mortgage Loan Schedule as 1414 & 1418 K Street, Japan Town Center, Riverside on the Jxxxx and Storage by Gxxxxx and Napa Valley Wine Storage10 Xxxxxxx Xxxxx Xxxxx, the “regular interest” and “residual interest” in each individual loan REMIC formed pursuant to the respective REMIC Declarations executed on March 29, 201210 Xxxxxxx Xxxxx Xxxxx Xxxxxxx Deposit. Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the Note and the other contents of the related Mortgage File (all subject to the rights of the holders of interests in a Companion Loan) and for each Loan REMIC, a copy of the related REMIC Declaration and the related filed IRS Forms SS-4 and 8811 will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall (subject to the rights of the holders of interests in a Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement, dated as of May 18September 10, 2012 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified in the Purchase Agreement, dated as of May 18September 10, 2012 (the “Certificate Purchase Agreement”), between the Purchaser and Initial Purchasers. The sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s direction $591,931,858.84135,135,874, plus accrued interest on the Mortgage Loans from and including June September 1, 2012 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible). The purchase and sale of the Mortgage Loans shall take place on the Closing Date.