Mortgage Asset Purchase Agreement





 Exhibit 10.3 

MORTGAGE ASSET PURCHASE AGREEMENT 

This MORTGAGE ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 29, 2018, by and among TRTX CLO Loan
Seller 2, LLC, a Delaware limited liability company (the “Seller”), TRTX 2018-FL2 Issuer, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the
“Issuer”), TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (“Holdco” and, together with the Seller, the “Seller Parties”), and, solely as to
Section 4(k), TPG RE Finance Trust CLO Sub-REIT, a Maryland real estate investment trust (“Sub-REIT”). 

W I T N E S S E T H: 
 WHEREAS,
the Issuer desires to purchase from the Seller and the Seller desires to sell to the Issuer an initial portfolio of Whole Loans and Pari Passu Participations (each as defined in the Indenture), each as identified on Exhibit A attached hereto
(the “Closing Date Mortgage Assets”); 
 WHEREAS, the Seller may transfer to the Issuer, and the Issuer may acquire from
the Seller, from time to time, certain other Whole Loans or Pari Passu Participations, including Reinvestment Mortgage Assets and Exchange Mortgage Assets (each as defined in the Indenture and, together with the Closing Date Mortgage Assets, the
“Mortgage Assets”), and all payments and collections thereon after the related Subsequent Seller Transfer Date; 
 WHEREAS,
in connection with the sale of any Mortgage Assets to the Issuer, the Seller desires to release any interest it may have in such Mortgage Assets and desires to make certain representations and warranties regarding such Mortgage Assets; 

WHEREAS, the Issuer and TRTX 2018-FL2 Co-Issuer, LLC, a
Delaware limited liability company (the “Co-Issuer”), each intend to issue (a) the U.S.$505,084,000 Class A Senior Secured Floating Rate Notes Due 2037 (the
“Class A Notes”), (b) the U.S.$85,015,000 Class A-S Second Priority Secured Floating Rate Notes Due 2037 (the
“Class A-S Notes”), (c) the U.S.$62,510,000 Class B Third Priority Secured Floating Rate Notes Due 2037 (the “Class B Notes”), (d)
the U.S.$66,261,000 Class C Fourth Priority Secured Floating Rate Notes Due 2037 (the “Class C Notes”), (e) the U.S.$76,263,000 Class D Fifth Priority Secured Floating Rate Notes Due 2037 (the
“Class D Notes” and, together with the Class A Notes, the Class A-S Notes, the Class B Notes and the Class C Notes, the “Offered Notes”)
and the Issuer intends to issue the U.S.$48,758,000 Class E Sixth Priority Floating Rate Notes Due 2037 (the “Class E Notes”) and the U.S.$28,755,000 Class F Seventh Priority Floating Rate Notes Due 2037
(the “Class F Notes” and, together with the Class E Notes and the Notes, the “Notes”) pursuant to an indenture, dated as of November 29, 2018 (the “Indenture”), by and
among the Issuer, the Co-Issuer, Seller, as advancing agent, Wilmington Trust, National Association, as trustee (the “Trustee”) and Wells Fargo Bank, National Association, as note
administrator (in such capacity, the “Note Administrator”); 












 WHEREAS, pursuant to its Governing Documents, certain resolutions of its Board of Directors
and a preferred share paying agency agreement, the Issuer also intends to issue the U.S.$127,521,818 aggregate notional amount preferred shares (the “Preferred Shares” and, together with the Notes, the
“Securities”); and 
 WHEREAS, the Issuer intends to pledge the Mortgage Assets purchased hereunder by the Issuer to the
Trustee as security for the Offered Notes. 
 NOW, THEREFORE, the parties hereto agree as follows: 

1. Defined Terms. 

Capitalized terms used and not otherwise defined herein shall have the same meanings ascribed to such terms in the Indenture. 

“Asset Documents”: The loan agreement, note, mortgage, intercreditor agreement, participation agreement, co-lender agreement or other agreement pursuant to which a Mortgage Asset or Mortgage Loan has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such
Mortgage Asset or Mortgage Loan or of which holders of such Mortgage Asset or Mortgage Loan are the beneficiaries. 
 “Assignment of
Leases, Rents and Profits”: With respect to any Mortgage, an assignment of leases, rents and profits thereunder, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the
Mortgaged Property is located to reflect the assignment of leases to the Mortgagee. 
 “Assignment of Mortgage”: With
respect to any Mortgage, an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the assignment of the
Mortgage to the Mortgagee. 
 “Borrower”: With respect to any Mortgage Loan, the related borrower or other obligor
thereunder. 
 “Companion Participation Holder”: The holder of any Companion Participation. 

“Cut-off Date”: With respect to (i) each Closing Date Mortgage Asset other than
the Closing Date Mortgage Asset identified on Exhibit A as “677 Ala Moana,” October 31, 2018, (ii) the Closing Date Mortgage Asset identified on Exhibit A as “677 Ala Moana,” the monthly payment date in
November 2018 and, (iii) each Reinvestment Mortgage Asset and Exchange Mortgage Asset, the date specified as such in the related Subsequent Transfer Instrument. 

“Document Defect”: Any document or documents constituting a part of a Mortgage Asset File that has not been properly
executed, has not been delivered within the time periods provided for herein, has not been properly executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Asset Schedule attached hereto as Exhibit A or as set forth on an exhibit to a Subsequent Transfer Instrument. 

  
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 “Exception Schedule”: The schedule identifying any exceptions to the
representations and warranties made with respect to the Mortgage Assets to be conveyed hereunder, which is attached hereto as Schedule 1(a) to Exhibit B or as attached to any Subsequent Transfer Instrument. 

“Future Funding Amount”: As defined in the Indenture. 

“Material Breach”: As defined in Section 4(e). 

“Material Document Defect”: A Document Defect that materially and adversely affects the value of a Mortgage Asset, the
interest of the Noteholders or the ownership interests of the Issuer or any assignee thereof in such Mortgage Asset. 

“Mortgage”: With respect to each Mortgage Loan, the mortgage, deed of trust, deed to secure debt or similar instrument that
secures the Mortgage Note and creates a lien on the fee or leasehold interest in the related Mortgaged Property. 
 “Mortgage Asset
File”: As defined in the Indenture. 
 “Mortgage Loan”: A commercial or multifamily real estate mortgage loan
secured by a first-lien mortgage or deed-of-trust on commercial and/or multifamily properties. 

“Mortgage Note or Note”: With respect to each Mortgage Loan, the promissory note evidencing the indebtedness of the related
Borrower, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note. 

“Mortgage Rate”: The stated rate of interest on a Mortgage Loan. 

“Mortgaged Property”: With respect to any Mortgage Loan, the property or properties directly securing such Mortgage Loan.

 “Mortgagee”: With respect to each Mortgage Asset, the party secured by the related Mortgage. 

“Non-CLO Custody Mortgage Asset”: The Mortgage Assets identified on Exhibit A
as “Westin Charlotte,” “The Curtis,” “Aertson,” “Cliffside Park,” “The Star,” “Del Amo Crossing,” “180 Livingston,” “Park Central 789,” “Jersey City
Portfolio,” “Coppermine Commons,” “Brookview Village,” “Solage Calistoga,” “1825 Park,” “Presidential Tower,” “High Street” and “Sirata Beach Resort.” 

“Pari Passu Participation”: A fully funded pari passu participation interest in a Participated Mortgage Loan. 

“Participated Mortgage Loan”: Any Mortgage Loan, in which a Pari Passu Participation represents an interest. 

  
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 “Participation”: Any Pari Passu Participation and/or the related Companion
Participation, as applicable and as the context may require. 
 “Participation Agent”: With respect to each Participated
Mortgage Loan that is a Non-CLO Custody Mortgage Asset, the party designated as such under the related Participation Agreement. 

“Participation Agreement”: With respect to each Participated Mortgage Loan, the participation agreement that governs the
rights and obligations of the holders of the related Pari Passu Participation and the related Companion Participation. 

“Participation Custodial Agreement”: With respect to any Participated Mortgage Loan that is a
Non-CLO Custody Mortgage Asset, that certain Custodial Agreement entered into in accordance with the related Participation Agreement and pursuant to which the Participation Custodian holds the loan file with
respect to such Participated Mortgage Loan. 
 “Participation Custodian”: With respect to any Participated Mortgage Loan
that is a Non-CLO Custody Mortgage Asset, the document custodian or similar party under the related Participation Custodial Agreement. 

“Repurchase Price”: The sum of the following (in each case, without duplication) as of the date of such repurchase:
(i) the then-Stated Principal Balance of such Mortgage Asset, plus (ii) accrued and unpaid interest on such Mortgage Asset, plus (iii) any unreimbursed advances made under the Indenture or the Servicing Agreement,
plus (iv) accrued and unpaid interest on advances made under the Indenture or the Servicing Agreement on the Mortgage Asset, plus (v) any reasonable costs and expenses (including, but not limited to, the cost of any
enforcement action incurred by the Issuer or the Trustee in connection with any such repurchase). 
 “Retained Interest”:
Any origination fees paid on the Mortgage Assets and any interest in respect of any Mortgage Asset that accrued prior to the Closing Date and has not been paid to Seller. 

“Servicing File”: The file maintained by the servicer with respect to each Mortgage Asset. 

“Stated Principal Balance”: With respect to each Mortgage Asset, the principal balance as of the Cut-off Date as reduced (to not less than zero) on each Payment Date by (i) all payments or other collections of principal of such Mortgage Asset received or deemed received thereon during the related
Collection Period and (ii) any principal forgiven by the Special Servicer and other principal losses realized in respect of such Mortgage Asset during the related Collection Period. 

“Subsequent Seller Transfer Date”: As defined in Section 2(b). 

“Subsequent Transfer Instrument”: As defined in Section 2(b). 

  
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 2. Purchase and Sale of the Mortgage Assets. 

(a) Set forth on Exhibit A hereto is a list of the Closing Date Mortgage Assets sold to the Issuer on the Closing Date and certain other
information with respect to each of the Closing Date Mortgage Assets. The Seller agrees to sell to the Issuer, and the Issuer agrees to purchase from the Seller, all of the Closing Date Mortgage Assets at an aggregate purchase price of
U.S.$1,000,167,818 (the “Purchase Price”). Immediately prior to such sale, the Seller hereby conveys and assigns all right, title and interest it may have in such Closing Date Mortgage Assets to the Issuer. The sale and transfer of
the Closing Date Mortgage Assets to the Issuer is inclusive of all rights and obligations from the Closing Date forward, with respect to such Closing Date Mortgage Assets, provided, that the sale and transfer of Closing Date Mortgage Assets
that are Pari Passu Participations are made subject to the rights and obligations of the Companion Participation Holder under the related Participation Agreement, and provided, however, it expressly excludes any conveyance of any
Retained Interest which shall remain the property of the Seller and shall not be conveyed to the Issuer. The Issuer shall cause any Retained Interest to be paid to the Seller (or the Seller’s designee) promptly upon receipt in accordance with
the terms and conditions hereof, the Servicing Agreement and the Indenture. For the avoidance of doubt, the Seller is not transferring any obligation to fund any Future Funding Amounts under the Participated Mortgage Loans, all of which will remain
the obligation of the party specified under the related Participation Agreement. Delivery or transfer of the Closing Date Mortgage Assets shall be made on November 29, 2018 (the “Closing Date”), at the time and in the manner
agreed upon by the parties. Upon receipt of evidence of the delivery or transfer of the Closing Date Mortgage Assets to the Issuer or its designee, the Issuer shall pay or cause to be paid to the Seller the Purchase Price in the manner agreed upon
by the Seller and the Issuer. 
 (b) From time to time, during the period commencing on the Closing Date and ending on the last day of the
Reinvestment Period (or, in the case of Reinvestment Mortgage Assets for which the Collateral Manager has entered into binding commitments to purchase during the Reinvestment Period, ending 60 days after the Reinvestment Period), the Seller may
present Reinvestment Mortgage Assets to the Issuer for purchase hereunder, and at any time, the Issuer may acquire an Exchange Mortgage Asset in exchange for a Defaulted Mortgage Asset or a Credit Risk Mortgage Asset. If the Eligibility Criteria,
the Acquisition and Disposition Criteria and other conditions set forth in the Indenture and the conditions set forth in Section 3 below are satisfied with respect to such Mortgage Assets, the Issuer may purchase and the
Seller shall sell and assign, without recourse, except as expressly provided in this Agreement, to the Issuer, but subject to the other terms and provisions of this Agreement, all of the right, title and interest of the Seller in and to
(i) such Mortgage Assets as identified on the schedule attached to the related subsequent transfer instrument (a “Subsequent Transfer Instrument”), which Subsequent Transfer Instrument shall be in the form of Exhibit C
hereto and delivered by the Seller on the date of such sale (each, a “Subsequent Seller Transfer Date”), and (ii) all amounts received or receivable on such Mortgage Assets, whether now existing or hereafter acquired, after the
related Subsequent Seller Transfer Date (other than amounts due prior to the related Subsequent Seller Transfer Date). Such sale and assignment of Mortgage Assets to the Issuer is inclusive of all rights and obligations from the Subsequent Seller
Transfer Date forward, with respect to such Mortgage Assets, provided, however, it expressly excludes any conveyance of any Retained Interest which shall remain the property of the Seller and shall not be conveyed to the Issuer
hereunder. The purchase price with respect to each such Mortgage Asset shall be determined by the Collateral Manager or the Advisory Committee, as applicable, as set forth in the related Subsequent Transfer Instrument. 

  
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 The sale to the Issuer of Mortgage Assets identified on the schedule attached to the related
Subsequent Transfer Instrument shall be absolute and is intended by the Seller and the Issuer to constitute and to be treated as an absolute sale of such Mortgage Assets by the Seller to the Issuer, conveying good title free and clear of any liens,
claims, encumbrances or rights of others from the Seller to the Issuer and such Mortgage Assets shall not be part of the Seller’s estate in the event of the insolvency or bankruptcy of the Seller. Each schedule attached to a Subsequent Transfer
Instrument pursuant to a sale of one or more of the Mortgage Assets is hereby incorporated and made a part of this Agreement. 
 (c) Within
45 days after the Closing Date, each UCC financing statement in favor of the Issuer or the Participation Agent that is required to be filed in accordance with the definition of “Mortgage Asset File” in the Indenture or “Participated
Loan File” in the Participation Custodial Agreement, as applicable, shall be submitted for filing. In the event that any such UCC financing statement is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Seller shall promptly prepare or cause the preparation of a substitute therefor or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document for recording or filing, as
appropriate, at the Seller’s expense. In the event that the Seller receives the original filed copy, the Seller shall, or shall cause a third party vendor or any other party under its control to, promptly upon receipt of the original recorded
or filed copy (and in no event later than 5 Business Days following such receipt) deliver such original to the Custodian, with evidence of filing thereon. 

3. Conditions. 
 The
obligations of the parties under this Agreement are subject to satisfaction of the following conditions: 
 (a) the representations and
warranties contained herein shall be accurate and complete (i) as of the Closing Date, except as set forth in the Exception Schedule, with respect to the Closing Date Mortgage Assets and (ii) as of each Subsequent Seller Transfer Date,
except as set forth in the Subsequent Transfer Instrument, with respect to any Reinvestment Mortgage Assets or Exchange Mortgage Assets acquired hereunder on such Subsequent Seller Transfer Date; 

(b) on the Closing Date and on each Subsequent Seller Transfer Date, as applicable, counsel for the Issuer shall have been furnished with all
such documents, certificates and opinions as such counsel may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Seller Parties, the performance of any of the Mortgage
Assets of the Seller hereunder or the fulfillment of any of the conditions herein contained; 
 (c) with respect to the Closing Date Mortgage
Assets, the issuance of the Securities and receipt by the Issuer of full payment therefor; and 

  
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 (d) (i) with respect to the Reinvestment Mortgage Assets sold on a Subsequent Seller
Transfer Date, such Mortgage Assets shall, collectively and individually (as applicable, after giving effect to the sale and assignment of such Mortgage Assets to the Issuer) be acquired in accordance with the terms of Section 12.2 of the
Indenture and the purchase price therefor shall be paid to the Seller, and (ii) with respect to the Exchange Mortgage Assets sold on a Subsequent Seller Transfer Date, such Mortgage Assets shall, collectively and individually (as applicable,
after giving effect to the sale and assignment of such Mortgage Assets to the Issuer) be acquired in accordance with the terms of Section 12.1(d) of the Indenture. 

4. Covenants, Representations and Warranties. 

(a) Each party to this Agreement hereby represents and warrants to the other party that (i) it is duly organized or incorporated, as the
case may be, and validly existing as an entity under the laws of the jurisdiction in which it is incorporated, chartered or organized, (ii) it has the requisite power and authority to enter into and perform this Agreement, and (iii) this
Agreement has been duly authorized by all necessary action, has been duly executed by one or more duly authorized officers and is the valid and binding agreement of such party enforceable against such party in accordance with its terms. 

(b) The Seller further represents and warrants to the Issuer (i) with respect to the Closing Date Mortgage Assets, as of the Closing Date,
and (ii) with respect to any Reinvestment Mortgage Assets and Exchange Mortgage Assets, as of the respective Subsequent Seller Transfer Date, that: 

(i) immediately prior to the sale of the Mortgage Assets to the Issuer, the Seller shall own the Mortgage Assets, shall have
good and marketable title thereto, free and clear of any pledge, lien, security interest, charge, claim, equity, or encumbrance of any kind, and upon the delivery or transfer of the Mortgage Assets to the Issuer as contemplated herein, the Issuer
shall receive good and marketable title to the Mortgage Assets, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind; 

(ii) the Seller acquired its ownership in the Mortgage Assets in good faith without notice of any adverse claim, and upon the
delivery or transfer of the Mortgage Assets to the Issuer as contemplated herein, the Issuer shall acquire ownership in the Mortgage Assets in good faith without notice of any adverse claim; 

(iii) the Seller has not assigned, pledged or otherwise encumbered any interest in the Mortgage Assets (or, if any such
interest has been assigned, pledged or otherwise encumbered, it has been released); 
 (iv) none of the execution, delivery
or performance by the Seller of this Agreement shall (x) conflict with, result in any breach of or constitute a default (or an event which, with the giving of notice or passage of time, or both, would constitute a default) under, any term or
provision of the organizational documents of the Seller, or any material indenture, agreement, order, decree or other material instrument to which the Seller is party or by which the Seller is bound which materially adversely affects the
Seller’s ability to perform its obligations hereunder or (y) violate any provision of any law, rule or regulation applicable to the Seller of any regulatory body, administrative agency or other governmental instrumentality having
jurisdiction over the Seller or its properties which has a material adverse effect; 

  
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 (v) no consent, license, approval or authorization from, or registration or
qualification with, any governmental body, agency or authority, nor any consent, approval, waiver or notification of any creditor or lessor is required in connection with the execution, delivery and performance by the Seller of this Agreement the
failure of which to obtain would have a material adverse effect except such as have been obtained and are in full force and effect; 

(vi) it has adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in
light of its contemplated business operations. It is generally able to pay, and as of the date hereof is paying, its debts as they come due. It has not become or is not presently, financially insolvent nor will it be made insolvent by virtue of its
execution of or performance under any of the provisions of this Agreement within the meaning of the bankruptcy laws or the insolvency laws of any jurisdiction. It has not entered into this Agreement or the transactions effectuated hereby in
contemplation of insolvency or with intent to hinder, delay or defraud any creditor; 
 (vii) no proceedings are pending or,
to its knowledge, threatened against it before any federal, state or other governmental agency, authority, administrative or regulatory body, arbitrator, court or other tribunal, foreign or domestic, which, singularly or in the aggregate, could
materially and adversely affect the ability of the Seller to perform any of its obligations under this Agreement; and 

(viii) the consideration received by it upon the sale of the Mortgage Assets owned by it constitutes fair consideration and
reasonably equivalent value for such Mortgage Assets. 
 (c) The Seller further represents and warrants to the Issuer (i) with respect
to the Closing Date Mortgage Assets, as of the Closing Date, and (ii) with respect to any Reinvestment Mortgage Assets and Exchange Mortgage Assets, as of the respective Subsequent Seller Transfer Date, that: 

(i) the Asset Documents with respect to each Mortgage Asset do not prohibit the Issuer from granting a security interest in and
assigning and pledging such Mortgage Asset to the Trustee; 
 (ii) none of the Mortgage Assets will cause the Issuer to have
payments subject to foreign or United States withholding tax; 
 (iii) (A) with respect to each Closing Date Mortgage
Asset, except as set forth in the Exception Schedule and (B) with respect to each Reinvestment Mortgage Asset and Exchange Mortgage Asset, except as set forth in the applicable Subsequent Transfer Instrument, the representations and warranties
set forth in Exhibit B are true and correct in all material respects; 

  
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 (iv) the Seller has delivered to the Issuer or its designee the documents
required to be delivered with respect to each Mortgage Asset set forth in the definition of “Mortgage Asset File” in the Indenture; and 

(v) if applicable, the Participation Custodian has received, or will receive, in accordance with the timing required under the
Participation Custodial Agreement, the documents required to be delivered with respect to each Participated Mortgage Loan set forth in the definition of “Participated Loan File” in the Participation Custodial Agreement. 

(d) For purposes of the representations and warranties set forth in Exhibit B, the phrases “to the knowledge of the Seller” or
“to the Seller’s knowledge” shall mean, except where otherwise expressly set forth in a particular representation and warranty, the actual state of knowledge of the Seller or any servicer acting on its behalf regarding the matters
referred to, in each case: (i) at the time of the Seller’s origination or acquisition of the particular Mortgage Asset, after the Seller having conducted such inquiry and due diligence into such matters as would be customarily performed by
a prudent institutional commercial or multifamily, as applicable, mortgage lender; and (ii) subsequent to such origination, the Seller having utilized monitoring practices that would be utilized by a prudent commercial or multifamily, as
applicable, mortgage lender and having made prudent inquiry as to the knowledge of the servicer servicing such Mortgage Asset on its behalf. Also, for purposes of such representations and warranties, the phrases “to the actual knowledge of the
Seller” or “to the Seller’s actual knowledge” shall mean, except where otherwise expressly set forth below, the actual state of knowledge of the Seller or any servicer acting on its behalf without any express or implied
obligation to make inquiry. All information contained in documents which are part of or required to be part of a Mortgage Asset File shall be deemed to be within the knowledge and the actual knowledge of the Seller. Wherever there is a reference to
receipt by, or possession of, the Seller of any information or documents, or to any action taken by the Seller or not taken by the Seller, such reference shall include the receipt or possession of such information or documents by, or the taking of
such action or the failure to take such action by, the Seller or any servicer acting on its behalf. 
 (e) The Seller shall, not later than
ninety (90) days from discovery by the Seller or receipt of written notice from any party to the Indenture of (i) its breach of a representation or a warranty pursuant to this Agreement that materially and adversely affects the ownership
interests of the Issuer (or the Trustee as its assignee) in a Mortgage Asset or the value of a Mortgage Asset or the interests of the Noteholders therein (a “Material Breach”), or (ii) any Material Document Defect relating to
any Mortgage Asset, (1) cure such Material Breach or Material Document Defect, provided, that, if such Material Breach or Material Document Defect cannot be cured within such 90-day period
(any such 90-day period, the “Initial Resolution Period”), the Seller shall repurchase the affected Mortgage Asset not later than the end of such Initial Resolution Period at the Repurchase
Price; provided, however, that if the Seller certifies to the Issuer and the Trustee in writing that (x) any such Material Breach or Material Document Defect, as the case may be, is capable of being cured in all material respects
but not within the Initial Resolution Period and (y) the Seller has commenced and is diligently proceeding with the cure of such Material Breach or Material Document Defect, as the case may be, then the Seller shall have an additional 90-day period to complete such cure or, failing such, to repurchase the affected Mortgage Asset (or the related Mortgaged Property); provided, further, that, if any such Material Document Defect is
still not cured in all material respects after the Initial Resolution Period and any such additional 

  
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90-day period solely due to the failure of the Seller to have received the recorded or filed document, then the Seller shall be entitled to continue to
defer its cure and repurchase obligations in respect of such Material Document Defect so long as the Seller certifies to the Trustee every 30 days thereafter that such Material Document Defect is still in effect solely because of its failure to have
received the recorded or filed document and that the Seller is diligently pursuing the cure of such Material Document Defect (specifying the actions being taken); and provided, further, notwithstanding anything to the contrary, the
Seller shall not be entitled to continue to defer its cure and repurchase obligations in respect of any Material Document Defect for more than 18 months after beginning of the Initial Resolution Period with respect to such Material Document Defect,
or (2) subject to the consent of a Majority of the Holders of each Class of Notes (excluding any Note held by the Seller or any of its affiliates), the Seller shall make a cash payment to the Issuer in an amount that the Collateral Manager
on behalf of the Issuer determines is sufficient to compensate the Issuer for such breach of representation or warranty or defect (such payment, a “Loss Value Payment”), which Loss Value Payment will be deemed to cure such Material
Breach or Material Document Defect. Such repurchase, cure or Loss Value Payment obligation by the Seller and Holdco’s guarantee of such obligations pursuant to Section 13 shall be the Issuer’s sole remedy for any
Material Breach or Material Document Defect pursuant to this Agreement with respect to any Mortgage Asset sold to the Issuer by the Seller. 

(f) The Seller hereby acknowledges and consents to the collateral assignment by the Issuer of this Agreement and all right, title and interest
thereto to the Trustee, for the benefit of the Secured Parties, as required in Sections 15.1(f)(i) and (ii) of the Indenture. 

(g) The Seller hereby covenants and agrees that it shall perform any provisions of the Indenture made expressly applicable to the Seller by the
Indenture, as required by Section 15.1(f)(i) of the Indenture. 
 (h) The Seller hereby covenants and agrees that all of the
representations, covenants and agreements made by or otherwise entered into by it in this Agreement shall also be for the benefit of the Secured Parties, as required by Section 15.1(f)(ii) of the Indenture and agrees that enforcement of any
rights hereunder by the Trustee, the Note Administrator, the Servicer, or the Special Servicer, as the case may be, shall have the same force and effect as if the right or remedy had been enforced or executed by the Issuer but that such rights and
remedies shall not be any greater than the rights and remedies of the Issuer under Section 4(e) above. 
 (i) On or
prior to the Closing Date or each Subsequent Seller Transfer Date, as applicable, the Seller shall deliver the Asset Documents to the Issuer or, at the direction of the Issuer, to the Custodian, with respect to each Mortgage Asset sold to the Issuer
hereunder. The Seller hereby covenants and agrees, as required by Section 15.1(f)(iii) of the Indenture, that it shall deliver to the Trustee duplicate original copies of all notices, statements, communications and instruments delivered or
required to be delivered to the Issuer by each party pursuant to this Agreement. 
 (j) Each Seller Party hereby covenants and agrees, as
required by Section 15.1(f)(iv) of the Indenture, that it shall not enter into any agreement amending, modifying or terminating this Agreement (other than in respect of an amendment or modification to cure any inconsistency, ambiguity or
manifest error, in each case, so long as such amendment or modification does not affect in any material respects the interests of any Secured Party), without notifying the Rating Agencies through the 17g-5
Website as set forth in the Indenture. 

  
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 (k) Sub-REIT and the Issuer hereby covenant, that at
all times (1) Sub-REIT will qualify as a REIT for federal income tax purposes and the Issuer will qualify as a Qualified REIT Subsidiary or other disregarded entity of
Sub-REIT for federal income tax purposes, or (2) based on an Opinion of Counsel, the Issuer will be treated as a Qualified REIT Subsidiary or other disregarded entity of a REIT other than Sub-REIT, or (3) based on an Opinion of Counsel, the Issuer will be treated as a foreign corporation that is not engaged in a trade or business within the United States for U.S. federal income tax purposes
(which Opinion may be conditioned on compliance with certain restrictions on the investment or other activities of the Issuer and/or the Servicer on behalf of the Issuer). 

(l) Except for the agreed-upon procedures report obtained from the accounting firm engaged to provide procedures involving a comparison of
information in loan files for the Mortgage Assets to information on a data tape relating to the Mortgage Assets (the “Accountants’ Due Diligence Report”), the Seller Parties have not obtained (and, through and including the
Closing Date, will not obtain) any “third party due diligence report” (as defined in Rule 15Ga-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) in
connection with the transactions contemplated herein and the Offering Memorandum and, except for the accountants with respect to the Accountants’ Due Diligence Report, the Seller Parties have not employed (and, through and including the Closing
Date, will not employ) any third party to engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act in connection with the transactions
contemplated herein and in the Offering Memorandum. The Placement Agents are third-party beneficiaries of the provisions set forth in this Section 4(l). 

(m) The Issuer (A) prepared or caused to be prepared one or more reports on Form ABS-15G (each, a
“Form 15G”) containing the findings and conclusions of the Accountants’ Due Diligence Report and meeting all other requirements of that Form 15G, Rule 15Ga-2 under the Exchange Act, any
other rules and regulations of the Securities and Exchange Commission and the Exchange Act; (B) provided a copy of the final draft of the Form 15G to the Placement Agents at least six business days before the first sale of any Offered Notes;
and (C) furnished each such Form 15G to the Securities and Exchange Commission on EDGAR at least five business days before the first sale of any Offered Notes as required by Rule 15Ga-2 under the Exchange
Act. 
 5. Sale. 
 It is
the intention of the parties hereto that each transfer and assignment contemplated by this Agreement shall constitute a sale of the Mortgage Assets from the Seller to the Issuer and the beneficial interest in and title to the Mortgage Assets shall
not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the parties hereto, the transfer and assignment
contemplated hereby is held not to be a sale (for non-tax purposes), this Agreement shall constitute a security agreement under applicable law, and, in such event, the Seller shall be deemed to have granted,
and the Seller hereby grants, to the Issuer a security interest in the Mortgage Assets for the benefit of the Secured Parties and its assignees as security for the Seller’s obligations hereunder and the Seller consents to the pledge of the
Mortgage Assets to the Trustee. 

  
 11 













 6. Non-Petition. 

Each Seller Party agrees not to institute against, or join any other Person in instituting against the Issuer any bankruptcy, reorganization,
arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state bankruptcy or similar laws in any jurisdiction until at least one year and one day or, if longer, the applicable preference period then
in effect after the payment in full of all Notes issued under the Indenture. This Section 6 shall survive the termination of this Agreement for any reason whatsoever. 

7. Amendments. 
 This
Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement by the parties hereto and satisfaction of the Rating Agency Condition. 

8. Communications. 
 Except
as may be otherwise agreed between the parties, all communications hereunder shall be made in writing to the relevant party by personal delivery or by courier or first-class registered mail, or the closest local equivalent thereto, or by facsimile
transmission confirmed by personal delivery or by courier or first-class registered mail as follows: 
  

			
	 To the Seller:
	  	TRTX CLO Loan Seller 2, LLC
		  	888 Seventh Avenue, 35th Floor
		  	New York, New York 10106
		  	Attention: Deborah Ginsberg
		  	Email: dginsberg@tpg.com
		
		  	with a copy to:
		
		  	TRTX CLO Loan Seller 2, LLC
		  	888 Seventh Avenue, 35th Floor
		  	New York, New York 10106
		  	Attention: Jason Ruckman
		  	Email: jruckman@tpg.com
		
	 To the Issuer:
	  	TRTX 2018-FL2 Issuer, Ltd.
		  	888 Seventh Avenue, 35th Floor
		  	New York, New York 10106
		  	Attention: Deborah Ginsberg
		  	Email: dginsberg@tpg.com
		
		  	with a copy to:


  
 12 














			
		  	TRTX 2018-FL2 Issuer, Ltd.
		  	888 Seventh Avenue, 35th Floor
		  	New York, New York 10106
		  	Attention: Jason Ruckman
		  	Email: jruckman@tpg.com
		
	 To Holdco:
	  	TPG RE Finance Trust Holdco, LLC
		  	888 Seventh Avenue, 35th Floor
		  	New York, New York 10106
		  	Attention: Deborah Ginsberg
		  	Email: dginsberg@tpg.com
		
		  	with a copy to:
		
		  	TPG RE Finance Trust Holdco, LLC
		  	888 Seventh Avenue, 35th Floor
		  	New York, New York 10106
		  	Attention: Jason Ruckman
		  	Email: jruckman@tpg.com

 or to such other address, telephone number or facsimile number as either party may notify to the other in accordance with the
terms hereof from time to time. Any communications hereunder shall be effective upon receipt. 
 9. Governing Law and Consent to
Jurisdiction. 
 (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 (b) The
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and any court in the State of New York located in the City
and County of New York, and any appellate court hearing appeals from the Courts mentioned above, in any action, suit or proceeding brought against it and to or in connection with this Agreement or the transaction contemplated hereunder or for
recognition or enforcement of any judgment, and the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard or determined in such New York State court or, to the extent
permitted by law, in such federal court. The parties hereto agree that a final judgment in any such action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. To the extent permitted by applicable law, the parties hereto hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the
jurisdiction of such courts, that the suit, action or proceeding is brought in any inconvenient forum, that the venue of the suit, action or proceeding is improper or that the subject matter thereof may not be litigated in or by such courts. 

  
 13 













 (c) To the extent permitted by applicable law, the parties hereto shall not seek and hereby
waive the right to any review of the judgment of any such court by any court of any other nation or jurisdiction which may be called upon to grant an enforcement of such judgment. 

(d) The Issuer irrevocably appoints Corporation Service Company, as its agent for service of process in New York in respect of any such suit,
action or proceeding. The Issuer agrees that service of such process upon such agent shall constitute personal service of such process upon it. 

(e) Each Seller Party irrevocably consents to the service of any and all process in any action or proceeding by the mailing by certified mail,
return receipt requested, or delivery requiring proof of delivery of copies of such process to it at the address set forth in Section 8 hereof. 

10. Counterparts. 
 This
Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement in Portable
Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart to this Agreement. 

11. Limited Recourse Agreement. 

All obligations of the Issuer arising hereunder or in connection herewith are limited in recourse to the Collateral and to the extent the
proceeds of the Collateral, when applied in accordance with the Priority of Payments, are insufficient to meet the obligations of the Issuer hereunder in full, the Issuer shall have no further liability in respect of any such outstanding obligations
and any obligations of, and claims against, the Issuer, arising hereunder or in connection herewith, shall be extinguished and shall not thereafter revive. The obligations of the Issuer hereunder or in connection herewith will be solely the
corporate obligations of the Issuer and the Seller Parties will not have recourse to any of the directors, officers, employees, shareholders or affiliates of the Issuer with respect to any claims, losses, damages, liabilities, indemnities or other
obligations in connection with any transactions contemplated hereby or in connection herewith. This Section 11 shall survive the termination of this Agreement for any reason whatsoever. 

12. Assignment and Assumption. 

With respect to the Mortgage Assets that are subject to a Participation Agreement, the parties hereto intend that the provisions of this
Section 12 serve as an assignment and assumption agreement between the Seller, as the assignor, and the Issuer, as the assignee. Accordingly, the Seller hereby (and in accordance with and subject to all other applicable
provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Issuer all right, title and interest of the Seller in, to and arising out of the related Participation Agreement and the Issuer hereby accepts
(subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of the Seller with respect to related Participation Agreement from and after the Closing Date. In addition, the Issuer
acknowledges that each of such Mortgage Assets will be serviced by, and agrees to be bound by, the terms of the applicable Servicing Agreement (as defined in the related Participation Agreement). 

  
 14 













 13. Guarantee by Holdco. 

(a) Holdco hereby unconditionally and irrevocably guarantees to the Issuer the due and punctual payment of all sums due by, and the performance
of all obligations of, the Seller under Section 4(e) of this Agreement, as and when the same shall become due and payable (after giving effect to any applicable grace period) according to the terms hereof. In the case of
the failure of the Seller to make any such payment or perform such obligation as and when due, Holdco hereby agrees to make such payment or cause such payment or perform such obligation to be made or such obligation to be performed, promptly upon
written demand by the Issuer to Holdco, but any delay in providing such notice shall not under any circumstances reduce the liability of Holdco or operate as a waiver of Issuer’s right to demand payment or performance. 

(b) This guarantee shall be a guaranty of payment and performance, and the obligations of Holdco under this guarantee shall be continuing,
absolute and unconditional. Holdco waives any and all defenses it may have arising out of: (a) the validity or enforceability of this Agreement; (b) the absence of any action to enforce the same; (c) the rendering of any judgment
against the Seller or any action to enforce the same; (d) any waiver or consent by the Issuer or any amendment or other modification to this Agreement; (e) any defense to payment hereunder based upon suretyship defenses; (f) the
bankruptcy or insolvency of the Seller, (g) any defense based on (1) the entity status of the Seller, (2) the power and authority of the Seller to enter into this Agreement and to perform its obligations hereunder or (3) the
legality, validity and enforceability of Seller’s obligation under this Agreement, or (h) any other defense, circumstances or limitation of any nature whatsoever that would constitute a legal or equitable discharge of a guarantor or other
third party obligor. This guarantee shall continue to remain in full force and effect in accordance with its terms notwithstanding the renewal, extension, modification, or waiver, in whole or in part, of any of Seller’s obligations under this
Agreement or the Indenture that are subject to this guarantee. 
 (c) Holdco waives (a) diligence, presentment, demand for payment,
protest and notice of nonpayment or dishonor and all other notices and demands relating to this Agreement and (b) any requirement that the Issuer proceed first against the Seller under this Agreement or otherwise exhaust any right, power or
remedy under this Agreement before proceeding hereunder. 
 [SIGNATURE PAGES FOLLOW] 

  
 15 













 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Mortgage Asset
Purchase Agreement as of the day and year first above written. 
  

			
	TRTX CLO LOAN SELLER 2, LLC
		
	By:	 	 /s/ Matthew Coleman

		 	Name: Matthew Coleman
		 	Title: Vice President
	
	TRTX 2018-FL2 ISSUER, LTD.
		
	By:	 	 /s/ Matthew Coleman

		 	Name: Matthew Coleman
		 	Title: Vice President
	
	TPG RE FINANCE TRUST HOLDCO, LLC
		
	By:	 	 /s/ Matthew Coleman

		 	Name: Matthew Coleman
		 	Title: Vice President


  

			
	Agreed and Acknowledged, solely as to Section 4(k), by:
	
	TPG RE FINANCE TRUST CLO SUB-REIT
		
	By:	 	 /s/ Matthew Coleman

		 	Name: Matthew Coleman
		 	Title: Vice President


  
 TRTX 2018-FL2 – Mortgage Asset Purchase Agreement 













 EXHIBIT A 

LIST OF CLOSING DATE MORTGAGE ASSETS 
  

			
	 Mortgage Asset
	  	 Mortgage Asset Type

	The Curtis	  	Participation
	Aertson	  	Participation
	Jersey City Portfolio 2	  	Participation
	Lenox Park Portfolio	  	Participation
	Shops at Buckhead	  	Participation
	Westin Charlotte	  	Participation
	Cliffside Park	  	Participation
	Sirata Beach Resort	  	Participation
	180 Livingston	  	Participation
	1001 McKinney	  	Participation
	Ace Hotel	  	Whole Loan
	Paragon Oil	  	Participation
	High Street	  	Participation
	The Star	  	Participation
	677 Ala Moana	  	Participation
	Jersey City Portfolio	  	Participation
	Woodland Hills Village	  	Participation
	Del Amo Crossing	  	Participation
	24 Jones	  	Whole Loan
	Park Central 789	  	Participation
	Solage Calistoga	  	Participation
	Coppermine Commons	  	Participation
	Presidential Tower	  	Participation
	Brookview Village	  	Participation
	1825 Park	  	Participation


  
 Exhibit A-1 













 EXHIBIT B 

MORTGAGE ASSET REPRESENTATIONS AND WARRANTIES 
  

	(1)	 Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation
interest in a Mortgage Loan. Each Participation is a fully funded pari passu participation interest (with no existing more-senior participation interest) in a Mortgage Loan. At the time of the sale, transfer and assignment to the Issuer, no
Mortgage Note, Mortgage or Participation was subject to any assignment (other than assignments to the Seller), participation (other than with respect to a Participation) or pledge, and the Seller had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to a Participation), any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment
or similar agreement. Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the Issuer constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens,
pledges, charges or security interests of any nature encumbering such Mortgage Loan. 


  

	(2)	 Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if
a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor or
other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one action, or market value limit deficiency legislation), as
applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Asset Documents (including,
without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to
the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Asset Documents invalid as a whole or materially interfere with the mortgagee’s realization of the principal benefits and/or security
provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). 


 Except
as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Borrower with respect to any of the related Mortgage Notes, Mortgages or other Asset Documents,
including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be
provided by the Mortgage Note, Mortgage or other Asset Documents. 

  
 Exhibit B-1 














	(3)	 Mortgage Provisions. The Asset Documents for each Mortgage Loan contain provisions that render the
rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. 


  

	(4)	 Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set
forth in the related Mortgage Asset File or as otherwise provided in the related Asset Documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, Participation Agreement, if applicable, and related Asset Documents
have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect that could be reasonably expected to have a material adverse effect on such Mortgage Loan; (b) no related Mortgaged Property or any
portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property;
and (c) neither the related Borrower nor the related guarantor nor the related participating institution has been released from its material obligations under the Mortgage Loan or Participation, if applicable. With respect to each Mortgage
Loan, except as contained in a written document included in the Mortgage Asset File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by
Seller on or after the Cut-off Date. 


  

	(5)	 Lien; Valid Assignment. Subject to the Standard Qualifications, each Assignment of Mortgage and
assignment of Assignment of Leases, Rents and Profits to the Issuer constitutes a legal, valid and binding assignment to the Issuer. Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable without the consent of the
related Borrower. Each related Mortgage is a legal, valid and enforceable first lien on the related Borrower’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject
only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth in Schedule 1(a) to this Exhibit B (each such exception, a “Title Exception”)), except as the enforcement thereof may
be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the
Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded
over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the
Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a
lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or
control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection. 



  
 Exhibit B-2 














	(6)	 Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an
American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title
policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan
secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the
benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and
payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy or appearing of record;
(d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the
related Mortgage Loan is cross-collateralized and cross-defaulted with another Mortgage Loan (each a “Crossed Mortgage Loan”), the lien of the Mortgage for another Mortgage Loan that is cross-collateralized and cross-defaulted with
such Crossed Mortgage Loan, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be
provided by such Mortgage or the Borrower’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none of the
Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Seller thereunder and no claims have been paid thereunder. Neither the Seller, nor to the Seller’s knowledge, any other holder of the
Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. 


  

	(7)	 Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not
subordinate mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens
securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens (which are the subject of the representation in
paragraph (5) above), and equipment and other personal property financing). The Seller has no knowledge of any mezzanine debt secured directly by interests in the related Borrower, except as set forth in Schedule 1(b).




  
 Exhibit B-3 














	(8)	 Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage Asset File an
Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases, Rents and Profits creates a valid
first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and to
perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related
Assignment of Leases, Rents and Profits, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee to enter into
possession to collect the rents or for rents to be paid directly to the mortgagee. 


  

	(9)	 UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Seller has
filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices
necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Borrower and located on the related
Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms
of the related Asset Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard
Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or
other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection. 



 

	(10)	 Condition of Property. Seller or the originator of the Mortgage Loan inspected or caused to be inspected
each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. 



An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than
twelve months prior to the Cut-off Date. To the Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing
Date, each related Mortgaged Property was free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were
established at origination and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan. 

  
 Exhibit B-4 














	(11)	 Taxes and Assessments. All real estate taxes, governmental assessments and other similar outstanding
governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to
the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably
estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered
delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority. 



 

	(12)	 Condemnation. As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened,
for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property. 



 

	(13)	 Actions Concerning Mortgage Loan. To the Seller’s knowledge, based on evaluation of the Title
Policy (as defined in paragraph 6), an engineering report or property condition assessment as described in paragraph 10, applicable local law compliance materials as described in paragraph 24, reasonable and customary bankruptcy, civil records, UCC-1, and judgment searches of the Borrowers and guarantors, and the ESA (as defined in paragraph 40), on and as of the date of origination and as of the Cut-off Date, there
was no pending or filed action, suit or proceeding, involving any Borrower, guarantor, or Borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such
Borrower’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Borrower’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the
related guaranty, (e) the principal benefit of the security intended to be provided by the Asset Documents or (f) the current principal use of the Mortgaged Property. 



 

	(14)	 Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each
Mortgage Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right
thereto) that are required to be escrowed with lender under the related Asset Documents are being conveyed by the Seller to the Issuer or its servicer. 


  

	(15)	 No Holdbacks. The Stated Principal Balance as of the Cut-off
Date of the Mortgage Asset attached as Exhibit A to this Agreement has been fully disbursed as of the Cut-off Date and there is no requirement for future advances thereunder except in
those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to
the related Mortgaged Property, the Borrower or other considerations determined by Seller to merit such holdback. 



  
 Exhibit B-5 














	(16)	 Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be,
insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting
the requirements of the related Asset Documents and having a claims-paying or financial strength rating of any one of the following: (i) at least “A-:VII” from A.M. Best Company, (ii) at
least “A3” (or the equivalent) from Moody’s or (iii) at least “A-” from Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
Business (“S&P”) (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original Principal Balance of the Mortgage Loan and
(2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any
event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property. 



Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Asset Documents, by business interruption
or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a Principal Balance of $50 million or more, 18 months). 

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower is required to maintain insurance in an amount that is at least equal to the lesser of (1) the outstanding Principal Balance of the
Mortgage Loan and (2) the maximum amount of such insurance available under the National Flood Insurance Program. 
 If the Mortgaged
Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Borrower is required to maintain coverage for windstorm and/or windstorm related perils
and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms. 

The Mortgaged Property is covered, and required to be covered pursuant to the related Asset Documents, by a commercial general liability
insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller for
loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. 

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in
order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for the Mortgaged Property
in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10%


  
 Exhibit B-6 













 
probability of exceedance. If the resulting report concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance
on such Mortgaged Property was obtained by an insurer rated at least “A:VII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
Standard & Poor’s Ratings Services, in an amount not less than 100% of the SEL or PML, as applicable. 
 The Asset Documents
require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding
principal amount of the related Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the reduction of the outstanding Principal Balance
of such Mortgage Loan together with any accrued interest thereon. 
 All premiums on all insurance policies referred to in this section
required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement
clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee. Each related Mortgage Loan obligates the related Borrower to maintain all such
insurance and, at such Borrower’s failure to do so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense and to charge such Borrower for related premiums. All such insurance policies (other than commercial
liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior notice to the lender of termination or cancellation (or such
lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by Seller. 

 

	(17)	 Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a
public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or
private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is
not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of
separate tax lots, in which case the Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created or the non-recourse carveout guarantor under the Mortgage Loan has indemnified the mortgagee for any loss suffered in connection therewith. 



  
 Exhibit B-7 














	(18)	 No Encroachments. To Seller’s knowledge based solely on surveys obtained in connection with
origination (which may have been a previously existing “as built” survey) and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a
“marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the
origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or
endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged
Property or for which insurance or endorsements were obtained under the Title Policy. No material improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current
use of such Mortgaged Property or for which insurance or endorsements have been obtained under the Title Policy. 


  

	(19)	 No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any
other contingent interest feature or a negative amortization feature or an equity participation by Seller. 


  

	(20)	 [Intentionally left blank.] 



 

	(21)	 Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield
maintenance charges, exit fees, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.



  

	(22)	 Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date and as of each date that Seller held the Mortgage Note, Seller was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so
authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Issuer. 


  

	(23)	 Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of
origination and, to the Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage
and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee. 


  

	(24)	 Local Law Compliance. To the Seller’s knowledge, based upon any of a letter from any governmental
authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the
Seller for similar commercial, multifamily and manufactured housing community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date
of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable 



  
 Exhibit B-8 














	 	
zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which (i) constitute a legal
non-conforming use or structure, as to which the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the
inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the
Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Seller for loans originated for securitization that provides coverage for additional costs to rebuild
and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan. The terms of the Asset Documents require the Borrower to comply in all material respects with all applicable
governmental regulations, zoning and building laws. 

  

	(25)	 Licenses and Permits. Each Borrower covenants in the Asset Documents that it shall keep all material
licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Seller’s knowledge based upon a letter from any government authorities or other affirmative
investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial, multifamily and manufactured housing community mortgage loans intended for securitization, all such material licenses, permits
and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located. 



 

	(26)	 Recourse Obligations. The Asset Documents for each Mortgage Loan provide that such Mortgage Loan is non-recourse to the related parties thereto except that (a) the related Borrower and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from
certain acts of the related Borrower and/or its principals specified in the related Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents
(following an Event of Default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the Mortgaged Property, and (iv) any breach of the environmental covenants contained in the related Asset Documents,
and (b) the Mortgage Loan shall become full recourse to the related Borrower and at least one individual or entity, if the related Borrower files a voluntary petition under federal or state bankruptcy or insolvency law. 



 

	(27)	 Mortgage Releases. The terms of the related Mortgage or related Asset Documents do not provide for
release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment of not less than a specified percentage at least equal to the lesser of (i) 110% of
the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding Principal Balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material
value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (d) as required pursuant to an order of condemnation.




  
 Exhibit B-9 














	(28)	 Financial Reporting and Rent Rolls. The Asset Documents for each Mortgage Loan require the Borrower to
provide the owner or holder of the Mortgage with quarterly or monthly (other than for single-tenant properties) and annual operating statements, and quarterly or monthly (other than for single-tenant properties) rent rolls for properties that have
leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one Borrower are in the form of
an annual combined balance sheet of the Borrower entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the
Mortgaged Properties on a combined basis. 


  

	(29)	 Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related
special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the
Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate
terrorism insurance policy. With respect to each other Mortgage Loan, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating
Requirements) did not, as of the date of origination of the Mortgage Loan, and, to Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from
coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Asset Documents generally only require that the related Borrower take commercially reasonable efforts
to obtain insurance against damage resulting from acts of terrorism and other acts of sabotage unless lack of such insurance will result in a downgrade of the ratings of the related Mortgage Loan. 



 

	(30)	 Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains
a “due on sale” or other such provision for the acceleration of the payment of the Principal Balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably
withheld) and/or complying with the requirements of the related Asset Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Seller lending on the security of property comparable to the
related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and
transfers by leases entered into in accordance with the Asset Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly pledged, transferred or sold, other than
as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Asset Documents, (iii) transfers that do not result in a change of
Control of the related Borrower or transfers of passive interests so long as the 



  
 Exhibit B-10 














	 	
guarantor retains Control, (iv) transfers to another holder of direct or indirect equity in the Borrower, a specific Person designated in the related Asset Documents or a Person satisfying
specific criteria identified in the related Asset Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the
parameters of paragraph (27) herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt in each case as set forth in Schedule 1(b) or Schedule
1(c) to this Exhibit B or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan or any
subordinate debt that existed at origination and is permitted under the related Asset Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth in Schedule 1(d) to this
Exhibit B or (iv) Permitted Encumbrances. For purposes of the foregoing representation, “Control” means the power to direct the management and policies of an entity, directly or indirectly, whether through
the ownership of voting securities or other beneficial interests, by contract or otherwise. 

  

	(31)	 Single-Purpose Entity. Each Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at
least as long as the Mortgage Loan is outstanding. Both the Asset Documents and the organizational documents of the Borrower with respect to each Mortgage Loan with a Stated Principal Balance as of the Cut-off
Date in excess of $5 million provide that the Borrower is a Single-Purpose Entity, and each Mortgage Loan with a Stated Principal Balance as of the Cut-off Date of $20 million or more has a
counsel’s opinion regarding non-consolidation of the Borrower. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents
(or if the Mortgage Loan has a Stated Principal Balance as of the Cut-off Date equal to $5 million or less, its organizational documents or the related Asset Documents) provide substantially to the effect
that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and
whose organizational documents further provide, or which entity represented in the related Asset Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged
Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Asset Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a
Borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity. 


  

	(32)	 [Intentionally left blank.] 



 

	(33)	 Floating Interest Rates. Each Mortgage Loan bears interest at a floating rate of interest that is based
on LIBOR plus a margin (which interest rate may be subject to a minimum or “floor” rate). 



  
 Exhibit B-11 














	(34)	 Ground Leases. For purposes of this Agreement, a “Ground Lease” shall mean a lease
creating a leasehold estate in real property where the fee owner as the ground lessor or sub ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises
demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development
agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit. 


 With respect to any Mortgage
Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the
Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Seller, its successors and assigns, Seller represents and warrants that: 
  

	 	(a)	 The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for
recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and
does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage; 



 

	 	(b)	 The lessor under such Ground Lease has agreed in a writing included in the related Mortgage Asset File (or in
such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the lender (except termination or cancellation if (i) notice of a default
under the Ground Lease is provided to lender and (ii) such default is curable by lender as provided in the Ground Lease but remains uncured beyond the applicable cure period), and no such consent has been granted by the Seller since the
origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage Asset File; 


  

	 	(c)	 The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which,
under all circumstances, may be exercised, and will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such
Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes); 


  

	 	(d)	 The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority
with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the
mortgagee on the lessor’s fee interest in the Mortgaged Property is subject; 



  
 Exhibit B-12 














	 	(e)	 The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the
Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its
successors and assigns without the consent of the lessor; 


  

	 	(f)	 The Seller has not received any written notice of material default under or notice of termination of such
Ground Lease. To the Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to
the Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date; 


  

	 	(g)	 The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the
lender written notice of any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the lender; 



 

	 	(h)	 A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession
of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;



  

	 	(i)	 The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially
unreasonable by the Seller in connection with loans originated for securitization; 


  

	 	(j)	 Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the
related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total
or substantially total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount
specified in the related Asset Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding Principal Balance of the Mortgage Loan,
together with any accrued interest; 


  

	 	(k)	 In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel
or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related
Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding Principal Balance of the Mortgage Loan, together with any accrued interest; and 



  
 Exhibit B-13 














	 	(l)	 Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed
to enter into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. 



 

	(35)	 Servicing. The servicing and collection practices used by the Seller with respect to the Mortgage Loan
have been, in all material respects, legal and have met customary industry standards for servicing of similar commercial loans. 


  

	(36)	 Origination and Underwriting. The origination practices of the Seller (or the related originator if the
Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt
from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local
law otherwise covered in this Exhibit B. 


  

	(37)	 No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent,
without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required
payments as of the Closing Date. To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan or (b) no event (other than payments due but not yet
delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in
the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation
and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Seller in Schedule 1(a) to this
Exhibit B. No person other than the holder of such Mortgage Loan (subject to any related Participation Agreement) may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Asset Documents.



  

	(38)	 Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Seller’s
knowledge as of the Cut-off Date, no Borrower, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding. 



 

	(39)	 Organization of Borrower. With respect to each Mortgage Loan, in reliance on certified copies of the
organizational documents of the Borrower delivered by the Borrower in connection with the origination of such Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or
the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Borrower that is an Affiliate of another Borrower. (An “Affiliate” for purposes of this paragraph (39) means, a Borrower
that is under direct or indirect common ownership and control with another Borrower.) 



  
 Exhibit B-14 














	(40)	 Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and
or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements was conducted by a reputable environmental consultant in
connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is
defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental
Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably
estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related Borrower and is held
or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA
is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the
related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the
Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured
creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by
Moody’s, S&P and/or Fitch Ratings Inc.; (E) a party not related to the Borrower was identified as the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be
adequate to address the situation; or (F) a party related to the Borrower having financial resources reasonably estimated to be adequate to address the situation is required to take action. To Seller’s knowledge, except as set forth in the
ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property. 



 

	(41)	 Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal
date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and
certified to prepare appraisals in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of
Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Borrower or in any loan made on
the security thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan. The appraisal (or a separate letter) contains a statement by the appraiser to the effect that the appraisal guidelines of Title XI of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal. 



  
 Exhibit B-15 














	(42)	 Mortgage Asset Schedule. The information pertaining to each Mortgage Asset which is set forth in
Exhibit A to this Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by this Agreement to be contained therein.



  

	(43)	 Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage
loan that is not held by the Issuer. 


  

	(44)	 Advance of Funds by the Seller. After origination, no advance of funds has been made by Seller to the
related Borrower other than in accordance with the Asset Documents, and, to Seller’s knowledge, no funds have been received from any person other than the related Borrower or an affiliate for, or on account of, payments due on the Mortgage Loan
(other than as contemplated by the Asset Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Asset
Documents). Neither Seller nor any affiliate thereof has any obligation to make any capital contribution to any Borrower under a Mortgage Loan, other than contributions made on or prior to the date hereof. 



 

	(45)	 Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all
applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the
Mortgage Loan. 


  

	(46)	 Participations. With respect to each Participation (the “CLO Participation”):



  

	 	(a)	 A custodian under the Indenture or, with respect to the Non-CLO Custody
Mortgage Assets, the Participation Custodian under the Participation Custodial Agreement, in each case on behalf of the holder of the CLO Participation and each holder (each, a “Third Party Participant”) of any related participation
(the “Other Participation Interests”) is the record mortgagee of the related Mortgage Loan pursuant to a custodial agreement and a Participation Agreement or, with respect to each Non-CLO
Custody Mortgage Asset, the Participation Custodial Agreement, in each case that is legal, valid and enforceable as between its parties, and which provides that the Seller as holder of the CLO Participation has full power, authority and discretion
to appoint the Servicer to service the Mortgage Loan, subject to the consent or approval rights of the Third Party Participants; 


  

	 	(b)	 The holder of each Other Participation Interest is required to pay its pro rata share of any expenses, costs
and fees associated with servicing and enforcing rights and remedies under the related Mortgage Loan upon request therefor by the holder of the CLO Participation; 



  
 Exhibit B-16 














	 	(c)	 Each Participation Agreement is effective to convey the CLO Participation to the Seller and the related Other
Participation Interests to the related Third Party Participants and is not intended to be or effective as a loan or other financing secured by the Mortgage Loan. The holder of the CLO Participation owes no fiduciary duty or obligation to any Third
Party Participant pursuant to the Participation Agreement; 


  

	 	(d)	 All amounts due and owing to any Third Party Participant pursuant to each Participation Agreement have been
duly and timely paid. There is no default by the holder of the CLO Participation, or to the Seller’s knowledge, by any Third Party Participant under any Participation Agreement; 



 

	 	(e)	 To the Seller’s knowledge, no Third Party Participant is a debtor in any outstanding proceeding pursuant
to the federal bankruptcy code; 


  

	 	(f)	 The Seller has not received written notice of any outstanding liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of the CLO Participation is or may become obligated; 


  

	 	(g)	 The role, rights and responsibilities of the holder of the CLO Participation are assignable by the Seller
without consent or approval other than those that have been obtained; 


  

	 	(h)	 The terms of the Participation Agreement do not require or obligate the holder of the CLO Participation or its
successor or assigns to repurchase any Other Participation Interest under any circumstances; 


  

	 	(i)	 The Seller, in selling any Other Participation Interest to a Third Party Participant made no misrepresentation,
fraud or omission of information necessary for such Third Party Participant to make an informed decision to purchase the Other Participation Interest; and 


  

	 	(j)	 Either (A) the CLO Participation is treated as a real estate asset for purposes of Section 856(c) of
the Code, and the interest payable pursuant to such Participation is treated as interest on an obligation secured by a mortgage on real property for purposes of Section 856(c) of the Code, or (B) the CLO Participation qualifies as a
security that would not otherwise cause Sub-REIT to fail to qualify as a REIT under the Code (including after the sale, transfer and assignment to the Issuer of such Participation). 



For purposes of these representations and warranties, the phrases “the Seller’s knowledge” or “the Seller’s belief” and other
words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Seller, its officers and employees directly responsible for the underwriting, origination, servicing or
sale of the Mortgage Loans regarding the matters expressly set forth herein. 

  
 Exhibit B-17 













 SCHEDULE 1(a) TO EXHIBIT B 

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES 

Representation numbers referred to below relate to the corresponding Mortgage Asset representations and warranties set forth in this
Schedule 1(a) to Exhibit B. 
  

					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (5)

(Liens; Valid Assignment)
	  	Westin Charlotte	  	The related title insurance policy includes Seller’s mortgage interest in Mortgagor’s leasehold interest under each of the Meeting Facilities Lease and 615 Lease.
			
	 (5)

(Liens; Valid Assignment)
	  	The Curtis	  	The related Asset Documents prohibit the related lender from selling the future funding portion of the related Closing Date Mortgage Loan without the consent of the related borrower unless (i) an event of default is continuing,
(ii) all proceeds to be disbursed under the future funding note have been advanced, (iii) it is after October 9, 2020 or (iv) such sale is to a qualified institutional lender.
			
	 (5)

(Liens; Valid Assignment)
	  	Cliffside Park	  	The related borrower is under contract to sell certain commercial/retail and office/commercial components of the related Mortgaged Property pursuant to that certain Agreement by and between borrower, as seller, and Mostafa Al Shair
and Shairco N.J., LLC, as buyer, dated as of August 22, 2012.
			
	 (5)

(Lien, Valid Assignment)
	  	 Del Amo Crossing

180 Livingston
 Park Central 789

1825 Park
 Woodland Hills
Village
 Paragon Oil
	  	The full right to assign the related Mortgage Loan is limited by the related Asset Documents, which provide that, except during the continuance of an event of default on the related Mortgage Loan, such Mortgage Loan cannot be
transferred to certain lenders, which prohibited lenders are defined in the related Asset Documents.
			
	 (5)

(Liens; Valid Assignment)
	  	Solage Calistoga	  	The Hotel Management Agreement is subordinate to the Mortgage Loan pursuant to a Subordination and Non-Disturbance Agreement, under which any foreclosing entity shall not be in violation of
OFAC laws. If the foreclosing entity is a competitor, the Hotel Manager shall have the right to terminate the Hotel Management Agreement.


  
 Schedule (1)(a)-1 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (5)

(Liens; Valid Assignment)
	  	677 Ala Moana	  	The full right to assign the related Mortgage Loan is limited by the related Asset Documents, which provide that if the proposed third-party buyer is not an Institutional Lender (as defined in the related Asset Documents), the
lender must provide notice to the related ground lessor, who then has the option to purchase the loan and the related leasehold mortgage for a price that would have been paid by such proposed third-party buyer.
			
	 (5)

(Liens; Valid Assignment)
	  	24 Jones	  	The mortgage will be subject to Redevelopment Area Bonds issued by the New Jersey Economic Development Authority (“NJEDA”) as a conduit issuer and secured by the PILOT, which are pledged by the City of Newark
as the sole repayment source of the related PILOT payments, which are evidenced by that certain Series B Note given by TDAF I Springfield Avenue Holding Urban Renewal Company, LLC to NJEDA, dated as of August 18, 2016, in the maximum principal
amount of $4,070,000.
			
	 (6)

(Permitted Liens; Title Insurance)
	  	Westin Charlotte	  	See exception to Representation 34 below regarding the Meeting Facilities Lease and 615 Lease.
			
	 (6)

(Permitted Liens; Title Insurance)
	  	Cliffside Park	  	The original principal amount of the related Mortgage Loan, after all advances of principal, is $125,860,000, however, the title insurance policy is in the amount of $116,605,000.00. Upon Borrower exercising the right to acquire the
fee interest in the Property, Borrower is required to purchase a new lender’s title insurance policy insuring the mortgage on the fee interest in the maximum principal amount of the fully funded Mortgage Loan (i.e. taking into account the
Ground Lease Advance Amount of $9,255,000.00).
			
	 (6)

(Permitted Liens; Title Insurance)
	  	180 Livingston	  	The related Mortgage Loan has two title insurance policies: (i) one title insurance policy insuring the first-lien mortgage securing the initial advance (advanced at closing), and (ii) one title insurance policy insuring
the second-lien mortgage securing the additional advances through a “pending disbursements” endorsement.


  
 Schedule (1)(a)-2 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (7)

(Junior Liens)
	  	Aertson	  	This representation is qualified by the existence of outstanding mezzanine debt in the amount of $46,000,000, which is secured by the “Series B Member” interests in VU2013 RRHG, LLC. An intercreditor agreement is in place
with the mezzanine lender.
			
	 (7)

(Junior Liens)
	  	The Star	  	 This representation is qualified by the existence of three outstanding mezzanine/subordinate loans: (i) a loan from the Houston Housing
Finance Corporation secured by the related borrower’s right to receive reimbursements from the city of Houston (in connection with a program that provides property tax reimbursements to developers that invest in targeted reinvestment zones),
and (ii) a $20,000,000 loan from First NBC Bank to the general partner of the related borrower, which loan is secured by such related borrower’s interest in the state historic tax credits (and not any ownership interest in the Mortgaged
Property or the related borrower), and (iii) a mezzanine loan with an original balance of $31,500,000 made in connection with EB-5 financing and secured by a pledge of the partnership interest of the
related Mortgage Loan borrower.
 With regard to (i) above, a standstill agreement is in place with Houston Housing Finance Corporation, and with regard
to (ii) and (iii) above, an intercreditor agreement is in place with the respective mezzanine lender.

			
	 (7)

(Junior Liens)
	  	180 Livingston	  	The related Mortgage Loan is secured by a legal, valid and enforceable first lien on the related borrower’s fee interest in the related Mortgaged Property and a legal, valid and enforceable second lien on the related
borrower’s fee interest in the related Mortgaged Property. The second lien loan secures only the future advances made under the Mortgage Loan.


  
 Schedule (1)(a)-3 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (7)

(Junior Liens)
	  	24 Jones	  	 This representation is qualified by the following:

(i) The related borrowers obtained a subordinate loan in the original amount of $15,490,699 from Goldman Sachs Bank USA in April 2014, which is subject to an
Intercreditor agreement with the lender under the 24 Jones Mortgage Loan (the “UTHTC Loan”). (The only collateral for this subordinate loan is the applicable borrower’s interest in certain tax certificates).

 
 (ii) In addition, the related borrowers are entitled to tax credits in connection with
certain Redevelopment Area Bonds issued by NJEDA as a conduit issue, pursuant to a Financial Agreement under which the related borrowers are obligated to pay annual service charges (akin to PILOT payments). A portion of such required payments is
pledged by the City of Newark in favor of the applicable bondholders as the sole repayment source, and such obligations are evidenced by that Series B Note given by TDAF I Springfield Avenue Holding Urban Renewal Company, LLC (one of the borrower
entities) to NJEDA dated as of August 18, 2016 in the maximum principal amount of $4,070,000.00.

			
	 (8)

(Assignment of Leases, Rents and Profits)
	  	Cliffside Park	  	The Borough of Cliffside Park (the “Borough”) has a subordinate assignment of leases that is triggered upon a default under the ground lease and failure to cure within the periods set forth in the ground
lease. For so long as such default has not been cured, the Borough has a right to direct the rents from tenants be paid to the Borough in an amount up to unpaid rent then due under the ground lease.
			
	 (8)

(Assignment of Leases, Rents and Profits)
	  	The Star	  	The Mortgaged Property (other than the parking garage located thereon) is triple net leased by Rusk at San Jacinto Building Investors LP (“Star Master Tenant”). Star Master Tenant is the landlord under each
of the property leases and has granted a security interest in such leases and the rents thereunder to the related borrower pursuant to a recorded Assignment and Security Agreement. Pursuant to the Assignment of Leases and Rents the related borrower
has a first-priority collateral assignment of all rights and interests under such leases and the rents thereunder. In addition, the related borrower received a pledge of all of the partnership interest in the Star Master Tenant owned by the Star
Master Tenant’s general partner.


  
 Schedule (1)(a)-4 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (8)

(Assignment of Leases, Rents and Profits)
	  	Ace Hotel	  	The Mortgaged Property is triple net leased by to Carondelet Master Tenant, LLC (“Ace Master Tenant”). The Ace Master Tenant is the landlord under the related leases and has collaterally assigned all of its
right, title, and interest in and to such leases to the related borrower pursuant to the related Asset Documents and such related borrower subsequently collaterally assigned its interest in such leases to the related borrower.
			
	 (10)

(Property Condition)
	  	 Westin Charlotte

The Curtis
 Aertson

Cliffside Park
 The Star

Del Amo Crossing
 180 Livingston

Park Central 789
 Jersey City
Portfolio
 Coppermine Commons

Brookview Village
 Solage
Calistoga
 1825 Park

Presidential Tower
 Woodland Hills
Village
 24 Jones
 Shops at
Buckhead
 Paragon Oil
 High
Street
 Sirata Beach Resort
	  	The property condition assessments for the related Mortgaged Properties are dated more than twelve months prior to the Cut-off Date.
			
	 (10)

(Condition of Property)
	  	Westin Charlotte	  	Certain deficiencies with respect to the Mortgaged Property were identified in the property condition assessment for the related Mortgaged Property. Although the estimated cost of such work has not been escrowed, such cost is
included as a line item in the project budget and will be paid for with future funding advances. The related repair work began in March 2018 and is expected to be complete by April 30, 2019.
			
	 (10)

(Condition of Property)
	  	Cliffside Park	  	An engineering report was not prepared because CBRE/IVI, as construction consultant, is delivering periodic Project Status Reports and has provided a Cost to Complete Budget
Opinion.


  
 Schedule (1)(a)-5 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (10)

(Condition of Property)
	  	Jersey City Portfolio	  	Certain immediate and deferred maintenance costs as well as additional repairs were identified in the property condition assessment for the related Mortgaged Property. At closing of the related Mortgage Loan, funds in an amount
equal to cover 108% of the costs of repair were placed in a reserve account, which funds are available to fund the required repairs. Approximately 23% of the required repairs at the related Mortgaged Property have been completed since the
origination date.
			
	 (10)

(Condition of Property)
	  	Jersey City Portfolio 2	  	Certain immediate maintenance costs as well as additional structural repairs were identified in the property condition assessment for the related Mortgaged Property. At closing of the related Mortgage Loan, funds in the amount of
$1,525,750 were placed in a reserve account, which funds are available to fund the required repairs along with future funding advances.
			
	 (10)

(Condition of Property)
	  	Sirata Beach Resort	  	Certain immediate and deferred maintenance costs as well as additional structural repairs were identified in the property condition assessment for the related Mortgaged Property.
			
	 (13)

(Actions Concerning the Mortgage Loan)
	  	The Curtis	  	The related borrower sponsor is currently in mediation with the general contractor for the related Mortgaged Property concerning contract disputes on the residential conversion of the project. The related borrower sponsor has
filed counterclaims against the general contractor as well. Mediation hearings are scheduled to take place on November 12, 2018.
			
	 (14)

(Escrow Deposits)
	  	Westin Charlotte	  	In accordance with the related Asset Documents, Mortgagor is required to deposit with Seller on a monthly basis certain reserve funds, including for payment of taxes and insurance, and deposit with Hotel Manager (Starwood-Charlotte
Management, LLC) for the payment of work or replacements relating to fixtures, furnishing and equipment (FF&E) (to be periodically made available to Mortgagor subject to certain conditions and requirements). See exception to Representation 10
above.


  
 Schedule (1)(a)-6 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (15)

(No Holdbacks)
	  	 The Curtis

Aertson
 Jersey City Portfolio 2

Lenox Park Portfolio
 Shops at
Buckhead
 Westin Charlotte

Cliffside Park
 180 Livingston

1001 McKinney
 Paragon Oil

High Street
 The Star

677 Ala Moana
 Jersey City
Portfolio
 Woodland Hills Village

Del Amo Crossing
 Park Central
789
 Solage Calistoga
 Coppermine
Commons
 Presidential Tower

Brookview Village
 1825
Park
	  	The related Mortgage Loan consists of a fully funded pari passu participation interest, which will be included in the Asset Pool, and one or more companion pari passu participation interests, which will not be included
in the Asset Pool.
			
	 (16)

(Insurance)
	  	Aertson	  	While a majority of the Building is insured under a permanent all risk policy, a small portion of the building was still insured under the builder’s risk policy, which provided for delay in opening/business interruption
coverage for just 365 days.
			
	 (16)

(Insurance)
	  	 Presidential Tower

Cliffside Park
	  	The related Mortgage Loan documents do not require insurance be issued by an insurance company with the claims paying ability or financial strength ratings outlined in the Insurance Rating Requirements.
			
	 (16)

(Insurance)
	  	The Star	  	While a majority of the Building is insured under a permanent all risk policy, the parking garage parcel was still insured under the builder’s risk policy, which provided for delay in opening/business interruption coverage for
just 365 days.


  
 Schedule (1)(a)-7 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (16)

(Insurance)
	  	677 Ala Moana	  	 The related Asset Documents require insurance proceeds in respect of a property loss to be held and disbursed by lender if equal to or
greater than $1M, but less than twenty percent (20%) of the original principal balance of the Loan or the costs of completing restoration is equal to or greater than $1M, but less than twenty percent (20%) of the original principal balance of the
loan.
  
 If net proceeds are less than $1M and costs of completing restoration are less
than $1M, Lender will, subject to the terms of the Asset Documents, disburse such net proceeds to borrower upon receipt. However, in all events, so long as the ground lease is in full force and effect, all insurance proceeds must be held and
disbursed in accordance with the ground lease and related ground lease documents.
  
 If
net proceeds are (i) equal to or greater than twenty percent (20%) of the original principal amount of the Loan, or (ii) not required to be made available for restoration (due to borrower’s inability to satisfy the conditions set
forth in the related Asset Documents or otherwise), then to the extent not in conflict with the ground lease or the related ground lease documents, all net proceeds may be retained and applied by lender in accordance with the related Asset Documents
toward reduction of the outstanding principal balance of the loan whether or not then due and payable in such order, priority and proportions as lender in its sole discretion shall deem proper, or, in the sole discretion of lender, the same may be
paid, either in whole or in part, to borrower for such purposes as lender shall approve, in its sole discretion.

			
	 (18)

(No Encroachments)
	  	Aertson	  	A decorative portion of the façade encroaches onto a neighboring property. This feature was constructed in order to avoid having a potential gap between the two buildings.
			
	 (21)

(Compliance with Usury Laws)
	  	Aertson	  	The related Asset Documents are governed by New York Law. In the event that, notwithstanding the choice of law, a court were to apply Tennessee law, the aggregate interest rate charged on the “Tier 2” earnout advances (as
defined in the related Asset Documents) would exceed Tennessee’s usury limit, which is 8%. The related borrower received a legal opinion that a Tennessee court would honor the New York choice of
law.


  
 Schedule (1)(a)-8 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (24)

(Local Law Compliance)
	  	 Del Amo Crossing

24 Jones
 Sirata Beach Resort

The Curtis
 Aertson

High Street
 The Star

180 Livingston
 Jersey City
Portfolio
 Brookview Village

Solage Calistoga
 1825 Park

Presidential Tower
 Paragon Oil

Lenox Park Portfolio
 Ace Hotel

Shops at Buckhead
	  	With respect to the individual properties comprising the related Mortgage Assets, such properties are generally legal nonconforming with regard to one or more of the following factors: use, parking, size/height, density and/or
setbacks.
			
	 (24)

(Local Law Compliance)
	  	Woodland Hills Village	  	The related zoning report identifies the related Mortgaged Property as legal conforming with no deficiencies; however this is qualified by the assumption that two (2) additional parking spaces will be striped in conformance
with the approved Case No. ZA-2017-3994-MCUP.
			
	 (25)

(Licenses and Permits)
	  	Ace Hotel	  	Certain licenses are held by Ace Group New Orleans LLC, a Delaware limited liability company, in its capacity as hotel manager. Additionally, certain licenses are held by the Ace Master Tenant and have been collaterally assigned to
the related borrower.
			
	 (26)

(Recourse Obligations)
	  	Westin Charlotte	  	The related Asset Documents do not include a specific recourse-carve-out for the commission of material physical waste at the Mortgaged Property. However, carve-outs are included for removal
or disposal by the related borrower or guarantor (or any controlled affiliate thereof) of any portion of the Mortgaged Property after the occurrence and during the continuance of an event of default, unless replaced with property of the same utility
and of the same or greater value, (ii) damage or destruction to the Mortgaged Property caused by the gross negligence or willful misconduct of borrower, its agents, employees, or contractors, and (iii) provided there is sufficient cash
flow generated from the Mortgaged Property, (a) failure to maintain insurance, or (b) failure to pay charges for labor or materials that can create liens on any portion of the Mortgaged
Property.


  
 Schedule (1)(a)-9 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (26)

(Recourse Obligations)
	  	 180 Livingston

Woodland Hills Village
	  	The related Asset Documents provide recourse for certain specified environmental covenant and representation breaches, as more particularly set forth in the environmental indemnity agreement.
			
	 (26)

(Recourse Obligations)
	  	677 Ala Moana	  	The related Asset Documents provide for loss recourse specifically for fraud or intentional misrepresentation in connection with the loan, the property, and/or the collateral (rather than generally).
			
	 (27)

(Mortgage Releases)
	  	Aertson	  	The related Asset Documents provide that the related borrower may release the hotel parcel of the related Mortgaged Property for an amount equal to $56,400,000.
			
	 (27)

(Mortgage Releases)
	  	Cliffside Park	  	The related Asset Documents provide that, if the related Mortgaged Property is converted to a condominium structure, the related borrower may release the retail parcel of the Mortgaged Property for an amount equal to the greater of
(x) $10,000,000 and (y) 90% of the net sales proceeds.
			
	 (27)

(Mortgage Releases)
	  	Del Amo Crossing	  	The related Asset Documents provide that the related borrower may release the “24 Hour Fitness” parcel of the related Mortgaged Property for an amount equal to $21,125,000.
			
	 (27)

(Mortgage Releases)
	  	180 Livingston	  	 The related Asset Documents provide that the related borrower may release certain development rights (the “Excess Development
Rights”) for an amount equal to the greater of (x) 100% of the net sales proceeds and (y) the greater of (a) $26,000,000.00 and (b) the product of 174 multiplied by the aggregate square feet of Excess Development Rights.

 
 In addition, the related Asset Documents provide that the related borrower may release
the portion of the Mortgaged Property to be occupied by tenant, The Brooklyn Tabernacle, for no minimum release price.



  
 Schedule (1)(a)-10 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (27)

(Mortgage Releases)
	  	Jersey City Portfolio	  	The related Asset Documents provide that the related borrower may request a release of certain Mortgaged Property if such borrower fails to substantially complete the remediation of any such Mortgaged Property required pursuant to
the related Asset Documents after diligent and continued good faith efforts to effect such remediation not later than twelve (12) months after the origination date. Such release shall be subject to standard release conditions, and the
“release price” in connection with any such release will be the “as-is fair market value” of such Mortgaged Property as determined by an appraisal.
			
	 (27)

(Mortgage Releases)
	  	High Street	  	The related Asset Documents provide that the related borrower may release a portion of undeveloped land from the lien of the Mortgage Loan subject to certain conditions precedent in the related Asset Documents, but which do not meet
the requirements set forth in this representation.
			
	 (30)

(Due on Sale or Encumbrance)
	  	 Del Amo Crossing

Brookview Village
 Woodland Hills
Village
	  	Clause (a)(iii) of this representation is qualified by the fact that the related Asset Documents provide for the related borrower to be controlled by either the guarantor or another approved entity (as identified in the related
Asset Documents).
			
	 (30)

(Due on Sale or Encumbrance)
	  	677 Ala Moana	  	The related Asset Documents contain exceptions to the “due on sale” clause which permit certain transfers without lender’s consent so long as the conditions precedent set forth in the related Asset Documents are
satisfied.
			
	 (30)

(Due on Sale or Encumbrance)
	  	Sirata Beach Resort	  	Borrower had a one-time right within nine (9) months of the closing date to syndicate the limited partnership interests in GPIF Sirata Owner, LP subject to customary conditions
(e.g., no Change in Control, notice, delivery of non-consolidation opinion, searches, etc.).
			
	 (31)

(Single-Purpose Entity)
	  	Solage Calistoga	  	No non-consolidation opinion was delivered in connection with the closing.
			
	 (31)

(Single-Purpose Entity)
	  	24 Jones	  	Borrowers are not Single Purpose Entities in that they are acting as Borrowers under existing loans, including the UTHTC Loan. In addition, TDAF I SPRINGFIELD AVENUE HOLDING URBAN RENEWAL COMPANY, LLC owns the three other borrowers.
Managing Member is a Single Purpose Entity.


  
 Schedule (1)(a)-11 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (33)

(Floating Interest Rates)
	  	All Mortgage Assets	  	Interest on the Whole Loan accrues at a variable rate based on an index (LIBOR) plus a fixed spread, however, if LIBOR is no longer available, the LIBOR rate component of the interest rate may be converted, in some cases, to the
Prime Rate, in other cases, to a substitute index rate, and in some cases to either the Prime Rate or a substitute index rate, each in accordance with the related Asset Documents.
			
	 (34)

(Ground Leases)
	  	Westin Charlotte	  	As further provided in the related ground lease, if the estimated costs of restoration exceeds 50% (or, during the last five years of the lease term, 30%) of fair market value, then the related borrower may elect to either restore
the premises or to purchase the ground leased property for a nominal amount. If related borrower exercises such purchase option, then the related landlord (the city of Charlotte, NC) will be entitled to retain insurance proceeds of a specified
amount.
			
	 (34)

(Ground Leases)
	  	Cliffside Park	  	 Representation 34(c)—Pursuant to the related ground lease, the borrower is required to purchase the fee interest in the Mortgaged
Property by December 31, 2021. The related Asset Documents require the related borrower to purchase such fee interest on or prior to October 31, 2021.
  

Representation 34(d)—The ground lease itself contains (i) non-disturbance language and
(ii) notice and cure provisions in favor of Mortgagee.



  
 Schedule (1)(a)-12 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (34)

(Ground Leases)
	  	677 Ala Moana	  	 Representation 34(b)—With respect to (1) termination or cancellation, ground lessor has agreed that it will not accept a
termination or cancellation of the ground lease without lender’s consent, unless its termination or cancellation is pursuant to any express provision of the ground lease and/or related ground lease documents and (2) amendments or
modifications, lender’s consent will be deemed given if the deemed approval requirements set forth in the related ground lease documents are satisfied; provided, however, no lender consent is required for ground lessor and lessee if an
amendment or modification is required or contemplated under the terms and conditions of the ground lease and/or the related ground lease documents.
  

Representation 34(e)—Upon foreclosure of the mortgage, if lender (or its nominee) desires to transfer the leasehold interest in the premises by
sale, accept a deed in lieu of foreclosure, or acquire ground lessee’s interest in the ground lease by any other means, lender must provide ground lessor not less than thirty (30) days prior written notice of its intention to exercise any
such right and ground lessor must have the right, exercisable within thirty (30) days after receipt of such written notice, to elect to acquire the entire interest in the loan and the related leasehold mortgage for a price equal to the sum of
the outstanding unpaid balance of the loan secured by the related leasehold mortgage, together with any other amounts due and unpaid under the related leasehold mortgage, provided, however, that the ground lessor’s consent shall not be required
for a conveyance following foreclosure to an Acceptable Third Party Purchaser (as defined in the related ground lease documents).
  

Representation 34(l)—Lender’s right to a new lease is not automatic. Lender may obtain a new lease upon written request to ground
lessor made within sixty (60) days after lender’s receipt of written notice of such termination (except that in the case of a termination by reason of rejection of the ground lease in a bankruptcy proceeding, such request must be made by
lender within fifteen (15) days after lender’s receipt of written notice of such termination, including notice contained in a court order or other notice issued in such bankruptcy proceeding and served on
lender).



  
 Schedule (1)(a)-13 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (34)

(Ground Leases)
	  	Shops at Buckhead	  	 Representation 34(a)—The ground lease does not provide that such ground lease may not be amended or modified without the written
consent of the lender.
  
 Representation
34(j-k) – The ground lease does not require that insurance proceeds or condemnation awards be deposited with lender or its trustee.

			
	 (34)

(Ground Leases)
	  	High Street	  	 Representation 34(b)—The ground lease does not provide that such ground lease may not be amended or modified without the written
consent of the lender.
  
 Representation 34(e) – The ground lease provides
that assignment thereof by the holder of the Purchased Asset and its successors and assigns requires the consent of the lessor, such consent not to be unreasonably withheld so long as there are no uncured defaults under the ground
lease.

			
	 (39)

(Organization of Borrower)
	  	 Jersey City Portfolio

Jersey City Portfolio 2
	  	The related borrowers are affiliated entities but the related Mortgage Loans are not cross-collateralized or cross-defaulted.
			
	 (40)

(Environmental Conditions)
	  	 Westin Charlotte

The Curtis
 Aertson

Cliffside Park
 The Star

Del Amo Crossing
 180 Livingston

Park Central 789
 Jersey City
Portfolio
 Coppermine Commons

Brookview Village
 Solage
Calistoga
 1825 Park

Presidential Tower
 Woodland Hills
Village
 24 Jones
 Shops at
Buckhead
 Paragon Oil
 High
Street
 Sirata Beach Resort
	  	The environmental reports for the related Mortgaged Properties are dated more than twelve months prior to the Cut-off Date.


  
 Schedule (1)(a)-14 














					
	 Rep. No. on

Exhibit B
	  	 Mortgage Asset
	  	 Description of Exception

	 (40)

(Environmental Conditions)
	  	Woodland Hills Village	  	This representation is qualified by the following: (a) there is a deductible under the Environmental Insurance Policy held by Rockpoint Group, LLC consisting of a self-insured retention on an each incident basis,
(b) Seller will not be a named insured under the Environmental Insurance Policy until the borrower delivers an endorsement naming Seller as a mortgagee additional insured, which the borrower is required to deliver within 10 business days of the
closing of the Mortgage Loan, and (c) the fact that the term of the Environmental Insurance Policy is for 5 years from the closing of the Mortgage Asset.
			
	 (40)

(Environmental Conditions)
	  	24 Jones	  	Soil contamination from historical operations and fill materials exists on the property. The real property has been capped to address the contamination, with the exception of 1400 square feet. The related borrower was required to
cap the remaining 1400 square feet and pursue regulatory closure of the property under the related Asset Documents. The related borrower covenanted to achieve regulatory closure within 180 days of closing with an escrow of 125% of estimated costs to
receive a no further action determination. As of the Cut-off Date, remediation is complete and the related borrower is in the process of recording deed restrictions and obtaining a response action outcome from
the applicable regulatory agency.
			
	 (41)

(Appraisal)
	  	 Westin Charlotte

Aertson
 Del Amo Crossing

180 Livingston
 Park Central 789

Jersey City Portfolio
 Coppermine
Commons
 Brookview Village

Solage Calistoga
 1825 Park

24 Jones
 Shops at Buckhead

High Street
 Sirata Beach
Resort
	  	The appraisal valuation date for the related Mortgaged Properties are more than twelve months prior to the Cut-off Date.


  
 Schedule (1)(a)-15 













 SCHEDULE 1(b) TO EXHIBIT B 

Existing Mezzanine Debt 
  

																																	
	 Closing Date
Mortgage

Asset
	  	Closing
Date
Mortgage
Asset
Cut-off
Date
Balance	 	  	Closing Date
Mortgage
Loan
Commitment
Cut-off Date
Amount	 	  	% of
Aggregate
Mortgage
Asset Cut-off
Date Balance	 	  	Mezzanine
Debt
Cut-
off Date
Balance	 	  	 Mezzanine Debt
Interest Rate
	  	Inter-
creditor
Agreement	  	Total Debt
Cut-off
Date As-Is
LTV	 	  	Total Debt
U/W NCF
DSCR	 	  	Total Debt
Cut-off
Date U/W
NOI Debt
Yield	 
	 “Aertson”
	  	$	65,000,000	 	  	$	188,000,000	 	  	 	6.5	% 	  	$	46,000,000	 	  	6.000%	  	Y	  	 	80.3	% 	  	 	0.94x	 	  	 	6.3	% 
	 “Jersey City Portfolio 2”
	  	$	65,000,000	 	  	$	165,000,000	 	  	 	6.5	% 	  	$	15,000,000	 	  	1M LIBOR + 10.500%	  	Y	  	 	86.2	% 	  	 	0.77x	 	  	 	5.3	% 
	 “The Star”
	  	$	44,520,000	 	  	$	121,620,000	 	  	 	4.5	% 	  	$	21,500,000	 	  	7.250%	  	Y	  	 	79.6	% 	  	 	0.45x	 	  	 	3.1	% 


  
 Schedule 1(b)-1 













 SCHEDULE 1(c) TO EXHIBIT B 

Future Mezzanine Debt 

None. 

  
 Schedule 1(c)-1 













 SCHEDULE 1(d) TO EXHIBIT B 

Crossed Mortgage Loans 

None. 
  

  
 Schedule 1(d)-1 













 EXHIBIT C 

FORM OF SUBSEQUENT TRANSFER INSTRUMENT 

THIS SUBSEQUENT TRANSFER INSTRUMENT is made as of [DATE] between TRTX CLO Loan Seller 2, LLC, a Delaware limited liability company (the
“Seller”) and TRTX 2018-FL2 Issuer, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Issuer”). 

In accordance with the Mortgage Asset Purchase Agreement (the “Agreement”) dated as of November 29, 2018, between the
Seller, the Issuer, TPG RE Finance Trust Holdco, LLC and TPG RE Finance Trust CLO Sub-REIT, the Seller does hereby transfer, assign, set over and otherwise convey, as of the date hereof, without recourse, to
the Issuer or directly to the Issuer as its designee all of its right, title and interest in the Mortgage Asset identified on Schedule A attached hereto which shall supplement Exhibit A to the Agreement, and any and all rights to
receive payments on or with respect to the Mortgage Assets after the date hereof (other than payments due before the date hereof, which shall belong to and promptly be remitted to the Seller). 

Except as set forth on Schedule B attached hereto, the Seller hereby reaffirms that all of the representations and
warranties made by it in Section 4 of the Agreement, relating to itself and the Mortgage Assets are true and correct as of the date hereof. The Seller further represents, warrants and confirms the satisfaction of the conditions precedent
specified in Section 3 of the Agreement. In addition, each party hereby represents and warrants to the other party that (i) it is duly organized and validly existing as an entity under the laws of the jurisdiction in which it is chartered
or organized, (ii) it has the requisite organization power and authority to enter into and perform this Subsequent Transfer Instrument, and (iii) this Subsequent Transfer Instrument has been duly authorized by all necessary organizational
action, has been duly executed by one or more duly authorized officers and is the valid and binding agreement of such party enforceable against such party in accordance with its terms. 

The purchase price and Cut-off Date with respect to the Mortgage Assets transferred hereby are each
set forth on Schedule A hereto. 
 All capitalized terms used herein and not otherwise defined shall have the meanings given them in
the Agreement. 
 As supplemented by this Subsequent Transfer Instrument, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented, shall be read, taken and construed as one and the same instrument. 
 This Subsequent Transfer Instrument
shall be construed in accordance with the laws of the State of New York. 












 IN WITNESS WHEREOF, the undersigned has caused this Subsequent Transfer Instrument to be
duly executed as of [DATE]. 
  

			
	TRTX CLO LOAN SELLER 2, LLC, as Seller
		
	By:	 	  

		 	Name:
		 	Title:
	
	TRTX 2018-FL2 ISSUER, LTD., as Issuer
		
	By:	 	  

		 	Name:
		 	Title:














 SCHEDULE A 

LIST OF MORTGAGE ASSETS 
  

					
	 Name
	 	 Purchase Price
	 	 Cut-off
Date


  












 SCHEDULE B 

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES 
  

					
	 Rep. No. on

Exhibit B
	 	 Mortgage Asset
	 	 Description of Exception



 












 EXHIBIT D 

FORM OF OFFICER’S CERTIFICATE OF THE COLLATERAL MANAGER WITH 

RESPECT TO THE ACQUISITION OF MORTGAGE ASSETS 

This officer’s certificate is being delivered pursuant to the Indenture, dated as November 29, 2018 (the
“Indenture”), by and among TRTX 2018-FL2 Issuer, Ltd., as Issuer (the “Issuer”), TRTX 2018-FL2
Co-Issuer, LLC, as Co-Issuer of the Offered Notes, TRTX CLO Loan Seller 2, LLC, as advancing agent, Wilmington Trust, National Association, as trustee, and Wells Fargo
Bank, National Association, as note administrator, paying agent, calculation agent, transfer agent, transfer agent, authenticating agent, custodian, backup advancing agent and notes registrar. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Indenture. 
 Pursuant to the Subsequent Transfer Instrument, dated as of the date hereof, TRTX
CLO Loan Seller 2, LLC (the “Seller”) has agreed to sell to the Issuer, and the Issuer has agreed to purchase from the Seller, the Mortgage Assets described on Schedule A hereto (the “Mortgage Assets”). 

In connection with the foregoing, TPG RE Finance Trust Management, L.P. (the “Collateral Manager”) hereby certifies that,
with respect to the acquisition of each Mortgage Asset, as of the date hereof: 
  

	 	1.	 The requirements set forth in the Indenture regarding the representations and warranties with respect to such
Mortgage Asset and the related Mortgaged Property have been met (subject to such exceptions as are reasonably acceptable to the Collateral Manager). 


  

	 	2.	 The Eligibility Criteria are satisfied. 



 

	 	3.	 [FOR REINVESTMENT MORTGAGE ASSETS AND EXCHANGE MORTGAGE ASSETS: The Reinvestment Criteria are satisfied.]



  

	 	4.	 The Acquisition and Disposition Requirements are satisfied. 



[SIGNATURE ON FOLLOWING PAGE] 












 IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of
[DATE OF COMMITMENT TO PURCHASE]. 
  

			
	TPG RE FINANCE TRUST MANAGEMENT, L.P.
		
	By:	 	
                 

		 	Name:
		 	Title: