Exhibit 10.1


 


EXECUTION VERSION


	 






 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,



PURCHASER


 


and


 


Citigroup
Global Markets Realty Corp.,


 


SELLER


 


MORTGAGE
LOAN PURCHASE AGREEMENT



Dated as of April 1, 2016 




Citigroup Commercial Mortgage Trust 2016-GC37,

Commercial Mortgage Pass-Through Certificates, Series 2016-GC37


	 




 






    	 



    	 



    

 


This
Mortgage Loan Purchase Agreement (“Agreement”), dated as of April 1, 2016, is between Citigroup Commercial
Mortgage Securities Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Citigroup Global Markets
Realty Corp., a New York corporation, as seller (the “Seller”).


 


Capitalized
terms used in this Agreement and not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement,
dated as of April 1, 2016 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor, Wells
Fargo Bank, National Association, a national banking association, as master servicer (the “Master Servicer”),
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, as special servicer (the
“Special Servicer”), Park Bridge Lender Services LLC, a New York limited liability company, as operating advisor
(in such capacity, the “Operating Advisor”) and as asset representations reviewer (in such capacity, the “Asset
Representations Reviewer”), Citibank, N.A., a national banking association, as certificate administrator (the “Certificate
Administrator”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”),
pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein), together with certain other commercial and
multifamily mortgage loans (collectively, the “Other Loans”), to a trust fund and certificates representing
ownership interests in the Mortgage Loans and the Other Loans will be issued by the trust fund (the “Trust Fund”).
In exchange for the Mortgage Loans and the Other Loans, the Trust Fund will issue to or at the direction of the Depositor certificates
to be known as Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through Certificates, Series 2016-GC37
(collectively, the “Certificates”). For purposes of this Agreement, “Mortgage Loans” refers
to the mortgage loans listed on Exhibit A and “Mortgaged Properties” refers to the properties securing
such Mortgage Loans.


 


The
Purchaser and the Seller wish to prescribe the manner of sale of the Mortgage Loans from the Seller to the Purchaser and in consideration
of the premises and the mutual agreements hereinafter set forth, agree as follows:


 


SECTION
1     Sale and Conveyance of Mortgages; Possession of Mortgage File. The
Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, representation or warranty
(except as otherwise specifically set forth herein), subject to the rights of the holders of interests in any related Companion
Loan, all of its right, title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the
“Mortgage Loan Schedule”) including all interest and principal received or receivable on or with respect to
the Mortgage Loans after the Cut-Off Date (and, in any event, excluding payments of principal and interest and other amounts due
and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights and Obligations with
respect to the Mortgage Loans). Upon the sale of the Mortgage Loans, the ownership of each related Note, the Seller’s interest
in the related Mortgage represented by the Note and the other contents of the related Mortgage File (subject to the rights of
the holders of interests in any related Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee,
and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holder of any
related Companion Loan) prepared by or which come into the possession of the Seller shall (subject to the rights of the holders
of interests in any related Companion Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection
with


 






    	 



    	 



    

 


the transfer pursuant to this Section 1 of any Mortgage Loan that is part of a Loan Combination, the Seller does hereby assign
to the Purchaser all of its rights, title and interest (solely in its capacity as the holder of the subject Mortgage Loan) in,
to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign any right, title
or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion Loan, if applicable).
The Seller’s assignment of any Outside Serviced Mortgage Loan is subject to the terms and conditions of the applicable Outside
Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell certain of the Certificates (the “Public
Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting Agreement,
dated as of April 13, 2016 (the “Underwriting Agreement”), between the Purchaser and the Underwriters, and
the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers
(the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified
in the Purchase Agreement, dated as of April 13, 2016 (the “Certificate Purchase Agreement”), between the Purchaser
and Initial Purchasers.


 


The
sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As
the purchase price for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller
or at the Seller’s direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating
to the sale of the Mortgage Loans contemplated hereby (but subject to certain post-settlement adjustment for expenses incurred
by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible).


 


The
purchase and sale of the Mortgage Loans shall take place on the Closing Date.


 


SECTION
2     Books and Records; Certain Funds Received After the Cut-Off Date. From
and after the sale of the Mortgage Loans to the Purchaser, record title to each Mortgage (other than with respect to any Outside
Serviced Mortgage Loan) and each Note shall be transferred to the Trustee subject to and in accordance with this Agreement. Any
funds due after the Cut-Off Date in connection with a Mortgage Loan received by the Seller shall be held in trust on behalf of
the Trustee (for the benefit of the Certificateholders) as the owner of such Mortgage Loan and shall be transferred promptly to
the Certificate Administrator. All scheduled payments of principal and interest due on or before the Cut-Off Date but collected
after the Cut-Off Date, and all recoveries and payments of principal and interest collected on or before the Cut-Off Date (only
in respect of principal and interest on the Mortgage Loans due on or before the Cut-Off Date and principal prepayments thereon),
shall belong to, and shall be promptly remitted to, the Seller.


 


The
transfer of each Mortgage Loan shall be reflected on the Seller’s balance sheets and other financial statements as the sale
of such Mortgage Loan by the Seller to the Purchaser. The Seller intends to treat the transfer of each Mortgage Loan to the Purchaser
as a sale for tax purposes. Following the transfer of the Mortgage Loans by the Seller to the Purchaser, the Seller shall not
take any actions inconsistent with the ownership of the Mortgage Loans by the Purchaser and its assignees.


 






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The
transfer of each Mortgage Loan shall be reflected on the Purchaser’s balance sheets and other financial statements as the
purchase of such Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage
Loan from the Seller as a purchase for tax purposes. The Purchaser shall be responsible for maintaining, and shall maintain, a
set of records for each Mortgage Loan which shall be clearly marked to reflect the transfer of ownership of each Mortgage Loan
by the Seller to the Purchaser pursuant to this Agreement.


 


SECTION
3     Delivery of Mortgage Loan Documents; Additional Costs and Expenses.  (a)
The Purchaser hereby directs the Seller, and the Seller hereby agrees, such agreement effective upon the transfer of the Mortgage
Loans as contemplated herein, to deliver to and deposit with (or to cause to be delivered to and deposited with) the Custodian
(on behalf of the Trustee), with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered to the
Master Servicer, on the dates set forth in Section 2.01 of the Pooling and Servicing Agreement, all documents, instruments and
agreements required to be delivered by the Purchaser, or contemplated to be delivered by the Seller (whether at the direction
of the Purchaser or otherwise), to the Custodian and the Master Servicer, with respect to the Mortgage Loans under Section 2.01
of the Pooling and Servicing Agreement, and meeting all the requirements of such Section 2.01 of the Pooling and Servicing Agreement;
provided that the Seller shall not be required to deliver any draft documents, privileged or other related Seller communications,
credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations.


 


With
respect to letters of credit (exclusive of those relating to an Outside Serviced Mortgage Loan), the Seller shall deliver to the
Master Servicer, and the Pooling and Servicing Agreement shall require the Master Servicer to hold, the original (or copy, if
such original has been submitted by the Seller to the issuing bank to effect an assignment or amendment of such letter of credit
(changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of Certificateholders and, if
applicable, the related Serviced Companion Loan Holder, to the extent required in order for the Master Servicer to draw on such
letter of credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion
Loan Holder in accordance with the applicable terms thereof and/or of the related Loan Documents)) and the Seller shall be deemed
to have satisfied any such delivery requirements by delivering with respect to any letter(s) of credit a copy thereof to the Custodian
together with an Officer’s Certificate of the Seller certifying that such document has been delivered to the Master Servicer
or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to Section
2.01(b) of the Pooling and Servicing Agreement. If a letter of credit referred to in the previous sentence is not in a form
that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of Certificateholders
and, if applicable, the related Serviced Companion Loan Holder in accordance with the applicable terms thereof and/or of the related
Loan Documents, the Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment
documents if the Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Master
Servicer within 90 days of the Closing Date. The Seller shall pay any costs of assignment or amendment of such letter(s) of credit
required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit of Certificateholders
and, if applicable, the related Serviced Companion Loan Holder,


 






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and
shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with
effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that
it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the
related Serviced Companion Loan Holder.


 


(b)          Except
with respect to any Outside Serviced Mortgage Loan, the Seller shall deliver to and deposit with (or cause to be delivered to
and deposited with) the Master Servicer within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File;
(ii) all documents and records not otherwise required to be contained in the Mortgage File that (A) relate to the origination
and/or servicing and administration of the Mortgage Loans and any related Serviced Companion Loan(s), (B) are reasonably necessary
for the ongoing administration and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans
that were delivered to the Rating Agencies in connection with the rating of the Certificates) or any related Serviced Companion
Loans or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans or any related Serviced Companion Loans
or holders of interests therein, and (C) are in the possession or under the control of the Seller; and (iii) all unapplied Escrow
Payments and reserve funds in the possession or under control of the Seller that relate to the Mortgage Loans and any related
Serviced Companion Loans together with a statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage
Loan or any related Serviced Companion Loan; provided that copies of any document in the Mortgage File and any other document,
record or item referred to above in this sentence that, in each case, constitutes a Designated Servicing Document shall be delivered
to the Master Servicer on or before the Closing Date; and provided, further, that the Seller shall not be required
to deliver any draft documents, privileged or other related Seller communications, credit underwriting, due diligence analyses
or data, or internal worksheets, memoranda, communications or evaluations. Notwithstanding the foregoing, this Section 3(b) shall not apply to any Outside Serviced Mortgage Loan.


 


(c)          With
respect to any Mortgage Loan secured by any Mortgaged Property that is subject to a franchise agreement with a related comfort
letter in favor of the Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort
letter to the Trustee for the benefit of the Certificateholders or have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required by the applicable comfort
letter), provide any such required notice or make any such required request to the related franchisor for the transfer or assignment
of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement as may be contemplated
under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include such document in
the related Mortgage File) and the Master Servicer, and the Master Servicer shall use reasonable efforts in accordance with the
Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable following
receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the
Custodian for inclusion in the Mortgage File.


 






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SECTION
4     Treatment as a Security Agreement. Pursuant
to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest in and to the Mortgage
Loans. The parties intend that such conveyance of the Seller’s right, title and interest in and to the Mortgage Loans pursuant
to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale,
then the parties also intend and agree that the Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and interest in, to and under the Mortgage Loans,
all payments of principal or interest on such Mortgage Loans due after the Cut-Off Date, all other payments made in respect of
such Mortgage Loans after the Cut-Off Date (and, in any event, excluding scheduled payments of principal and interest due on or
before the Cut-Off Date) and all proceeds thereof, and that this Agreement shall constitute a security agreement under applicable
law. If such conveyance is deemed to be a pledge and not a sale, the Seller consents to the Purchaser hypothecating and transferring
such security interest in favor of the Trustee and transferring the obligation secured thereby to the Trustee.


 


SECTION
5     Covenants of the Seller.  The
Seller covenants with the Purchaser as follows:


 


(a)          with
respect to the Mortgage Loans (other than any Outside Serviced Mortgage Loan), it shall record and file, or cause a third party
on its behalf to record and file, in the appropriate public recording office for real property records or UCC financing statements,
as appropriate, each related assignment of Mortgage and assignment of Assignment of Leases, and each related UCC-3 financing statement
referred to in the definition of Mortgage File, in each case in favor of the Trustee, as and to the extent contemplated under
Section 2.01(c) of the Pooling and Servicing Agreement. All out of pocket costs and expenses relating to the recordation or filing
of such assignments of Assignment of Leases, assignments of Mortgage and financing statements shall be paid by (or caused to be
paid by) the Seller. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because
of a defect therein, then the Seller shall promptly prepare or cause the preparation of a substitute therefor or cure such defect
or cause such defect to be cured, as the case may be, and the Seller shall record or file, or cause the recording or filing of,
such substitute or corrected document or instrument, or with respect to any assignments that a third party on the Seller’s
behalf has agreed to record or file as described in the Pooling and Servicing Agreement, the Seller shall deliver such substitute
or corrected document or instrument to such third party (or, if the Mortgage Loan is then no longer subject to the Pooling and
Servicing Agreement, the then holder of such Mortgage Loan);


 


(b)          as
to each Mortgage Loan (except with respect to any Outside Serviced Mortgage Loan), if the Seller cannot deliver or cause to be
delivered the documents and/or instruments referred to in clauses (2), (3), (6) (if recorded) and (15) of the definition of “Mortgage
File” in the Pooling and Servicing Agreement solely because of a delay caused by the public recording or filing office where
such document or instrument has been delivered for recordation or filing, as applicable, it shall forward to the Custodian a copy
of the original certified by the Seller or the title agent to be a true and complete copy of the original thereof submitted for
recording. The Seller shall cause each assignment referred to in Section (5)(a) above that is recorded and the file copy
of each UCC-3 assignment referred to in Section (5)(a) above to reflect that it should be returned by the public recording
or filing office to the Custodian or its agent following recording (or, alternatively, to the Seller or its designee, in which
case the


 






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Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian promptly following receipt);
provided that, in those instances where the public recording office retains the original assignment of Mortgage or assignment
of Assignment of Leases, the Seller or its designee shall obtain and provide to the Custodian a certified copy of the recorded
original. On a monthly basis, at the expense of the Seller, the Custodian shall forward to the Master Servicer a copy of each
of the aforementioned assignments following the Custodian’s receipt thereof;


 


(c)          it
shall take any action reasonably required by the Purchaser, the Certificate Administrator, the Trustee or the Master Servicer
in order to assist and facilitate the transfer of the servicing of the Mortgage Loans (other than any Outside Serviced Mortgage
Loan) to the Master Servicer, including effectuating the transfer of any letters of credit with respect to any Mortgage Loan to
the Master Servicer on behalf of the Trustee for the benefit of Certificateholders and any Serviced Companion Loan Holder. Prior
to the date that a letter of credit with respect to any Mortgage Loan is so transferred to the Master Servicer, the Seller will
cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating
a draw under such letter of credit as required under the terms of the related Loan Documents. Notwithstanding the foregoing, this
Section 5(c) shall not apply with respect to any Outside Serviced Mortgage Loan;


 


(d)          the
Seller shall provide the Master Servicer the initial data with respect to each Mortgage Loan for (i) the CREFC®
Financial File and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer
pursuant to the Pooling and Servicing Agreement and (ii) the Supplemental Servicer Schedule;


 


(e)          if
(during the period of time that the Underwriters are required, under applicable law, to deliver a prospectus related to the Public
Certificates in connection with sales of the Public Certificates by an Underwriter or a dealer) the Seller has obtained actual
knowledge of undisclosed or corrected information related to an event that occurred prior to the Closing Date, which event causes
there to be an untrue statement of a material fact with respect to the Seller Information in (i) the Prospectus dated April 13,
2016 relating to the Public Certificates, the annexes and exhibits thereto and any electronic media delivered therewith, or (ii)
the Offering Circular dated April 13, 2016 relating to the Private Certificates, the annexes and exhibits thereto and any electronic
media delivered therewith (collectively, the “Offering Documents”), or causes there to be an omission to state
therein a material fact with respect to the Seller Information required to be stated therein or necessary to make the statements
therein with respect to the Seller Information, in the light of the circumstances under which they were made, not misleading,
then the Seller shall promptly notify the Dealers and the Depositor. If as a result of any such event the Dealers’ legal
counsel determines that it is necessary to amend or supplement the Offering Documents in order to correct the untrue statement,
or to make the statements therein, in the light of the circumstances when the Offering Documents are delivered to a purchaser,
not misleading, or to make the Offering Documents in compliance with applicable law, the Seller shall (to the extent that such
amendment or supplement solely relates to the Seller Information) at the expense of the Seller, do all things reasonably necessary
to assist the Depositor to prepare and furnish to the Dealers, such amendments or supplements to the Offering Documents as may
be necessary so that the Seller Information in the Offering Documents, as so amended or supplemented, will not contain an untrue
statement, will not, in the light of the circumstances when the Offering Documents are delivered to a purchaser, be


 






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misleading
and will comply with applicable law. (All capitalized terms used in this Section 5(e) and not otherwise defined in this
Agreement shall have the meanings set forth in the Indemnification Agreement, dated as of April 13, 2016, between the Underwriters,
the Initial Purchasers, the Seller and the Depositor (the “Indemnification Agreement” and, together with this
Agreement, the “Operative Documents”)). Notwithstanding the foregoing, the Seller shall have no affirmative
obligation to monitor the performance of the Mortgage Loans or any changes in condition or circumstance of any Mortgaged Property,
Mortgagor, guarantor or any of their Affiliates after the Closing Date in connection with its obligations under this Section 5(e);


 


(f)          for
so long as the Trust Fund is subject to the reporting requirements of the Exchange Act, the Seller shall provide the Depositor
and the Certificate Administrator with any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure and any Form 8-K
Disclosure Information for which the Seller is responsible as indicated on Exhibit U, Exhibit V and Exhibit Z to the Pooling and
Servicing Agreement within the time periods set forth in the Pooling and Servicing Agreement; provided that, in connection
with providing Additional Form 10-K Disclosure and the Seller’s reporting obligations under Item 1119 of Regulation AB,
upon reasonable request by the Seller, the Purchaser shall provide the Seller with a list of all parties to the Pooling and Servicing
Agreement and any other Servicing Function Participant;


 


(g)          within
sixty (60) days after the Closing Date, the Seller shall deliver or cause to be delivered an electronic copy of the Diligence
File for each Mortgage Loan to the Depositor by uploading such Diligence File (including, if applicable, any additional documents
that the Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review on such Mortgage
Loan; provided that such documents are clearly labeled and identified) to the Designated Site, each such Diligence File
being organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor;


 


(h)          within
sixty (60) days after the Closing Date, the Seller shall provide the Depositor (with a copy (which may be sent by email) to each
of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, the Controlling Class
Representative, the Asset Representations Reviewer and the Operating Advisor) with a certification by an authorized officer of
the Seller, substantially in the form of Exhibit F to this Agreement, that the electronic copy of the Diligence File for
each Mortgage Loan uploaded to the Designated Site contains all documents required under the definition of “Diligence File”
and such Diligence Files are organized and categorized in accordance with the electronic file structure reasonably requested by
the Depositor;


 


(i)          upon
written request of the Asset Representations Reviewer (in the event that the Asset Representations Reviewer reasonably determines
that any Review Materials made available or delivered to the Asset Representations Reviewer are missing any documents required
to complete any Test for a Mortgage Loan that is a Delinquent Loan), the Seller shall provide to the Asset Representations Reviewer
(or the Master Servicer or the Special Servicer at the request of the Asset Representations Reviewer) within ten (10) Business
Days of receipt of such written request (which time period may be extended upon the mutual agreement of the Seller and the Asset
Representations Reviewer), such documents requested by the Asset Representations Reviewer and reasonably available to the Seller
relating to each such Delinquent


 






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Loan to enable the Asset Representations Reviewer to complete any Test for each such Delinquent
Loan, but only to the extent such documents are in the possession of the Seller; provided that the Seller shall not be
required to provide any documents that are proprietary to the related originator or the Seller or any draft documents, privileged
or internal communications, credit underwriting or due diligence analysis (in connection with providing any requested documents
to the Master Servicer or the Special Servicer, the Seller shall use reasonable efforts to clearly identify such documents as
being delivered in response to a request from the Asset Representations Reviewer and as being required to be transmitted to the
Asset Representations Reviewer; provided that the absence of any such identification shall not relieve the Master Servicer
or the Special Servicer, as the case may be, from any obligations under the Pooling and Servicing Agreement to transmit any such
documents to the Asset Representations Reviewer);


 


(j)          upon
the completion of an Asset Review with respect to each Mortgage Loan that is a Delinquent Loan and receipt by the Seller of a
written request from the Asset Representations Reviewer, the Seller shall pay to the Asset Representations Reviewer within forty-five
(45) days after receipt of such written request a fee that is equal to the sum of (i) $12,500 multiplied by the number of such
Delinquent Loans subject to any Asset Review (for purposes of this Section 5(j), the “Subject Loans”),
plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus
(iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a Ground Lease, plus (iv) $1,000 per Mortgaged Property
relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in
the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers,
or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated, for the year of the Closing
Date and for the year in which the related Asset Review Notice is given;


 


(k)         if
the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is deemed to fail any Test,
the Seller shall have 90 days from receipt of the Preliminary Asset Review Report (the “Cure/Contest Period”)
to remedy or otherwise refute the Test failure indicated in the Preliminary Asset Review Report. If the Seller elects to refute
the Test failure indicated in the Preliminary Asset Review Report, the Seller shall provide any documents or any explanations
to support (i) a conclusion that a subject representation and warranty has not failed a Test or (ii) a claim that any missing
documents in the Review Materials are not required to complete a Test, in any such case to the Master Servicer (with respect to
Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans);


 


(l)          the
Seller acknowledges and agrees that in the event an Enforcing Party elects a dispute resolution method pursuant to Section 2.03
of the Pooling and Servicing Agreement, the Seller shall abide by the selected dispute resolution method and otherwise comply
with the terms and provisions set forth in the Pooling and Servicing Agreement (including the exhibits thereto) related to the
resolution method;


 


(m)        the
Seller shall indemnify and hold harmless the Purchaser against any and all expenses, losses, claims, damages and other liabilities,
including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation


 






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arising out of or based upon (i) any failure of the Seller to pay the fees described under Section 5(j) above within 90
days of written request by the Asset Representations Reviewer or (ii) any failure by the Seller to provide all documents required
to be delivered by it pursuant to this Agreement and under the definition of “Diligence File” in the Pooling and Servicing
Agreement within 60 days of the Closing Date (or such later date specified herein or in the Pooling and Servicing Agreement);
and


 


(n)        with
respect to any Mortgage Loan that is (or may become pursuant to the related Co-Lender Agreement) part of an Outside Serviced Loan
Combination, (x) in the event that the Closing Date occurs prior to the closing date of the creation of the related Outside Securitization
Trust (such event, the “Outside Securitization”), the Seller shall provide (or cause to be provided) to the
Depositor and the Trustee (1) written notice in a timely manner of (but no later than three (3) Business Days prior to) the closing
of such Outside Securitization, and (2) no later than the closing date of such Outside Securitization, a copy of the Outside Servicing
Agreement in an EDGAR-compatible format, and (y) in the event that the Closing Date occurs after the closing of the Outside Securitization,
the Seller shall provide, or cause the Outside Depositor to provide, the Depositor (and counsel thereto) with a copy of the related
Outside Servicing Agreement (together with any amendments thereto) in an EDGAR-compatible format by the later of (1) two (2) Business
Days prior to the Closing Date and (2) the closing date of such Outside Securitization.


 


SECTION
6     Representations and Warranties.


 


(a)        The
Seller represents and warrants to the Purchaser as of the date hereof and as of the Closing Date that:


 


(i)         The
Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of New York with full
power and authority to own its assets and conduct its business, is duly qualified as a foreign organization in good standing in
all jurisdictions to the extent such qualification is necessary to hold and sell the Mortgage Loans or otherwise comply with its
obligations under this Agreement except where the failure to be so qualified would not have a material adverse effect on its ability
to perform its obligations hereunder, and the Seller has taken all necessary action to authorize the execution and delivery of,
and performance under, the Operative Documents and has duly executed and delivered each Operative Document, and has the power
and authority to execute, deliver and perform under each Operative Document and all the transactions contemplated hereby and thereby,
including, but not limited to, the power and authority to sell, assign, transfer, set over and convey the Mortgage Loans in accordance
with this Agreement;


 


(ii)        Assuming
the due authorization, execution and delivery of this Agreement by the Purchaser, this Agreement will constitute a legal, valid
and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement
may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement
of creditors’ rights generally, (B) general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and (C) public policy considerations underlying the


 






    	-9-



    	 



    

 


securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification
for securities laws liabilities;


 


(iii)       The
execution and delivery of each Operative Document by the Seller and the performance of its obligations hereunder and thereunder
will not conflict with any provision of any law or regulation to which the Seller is subject, or conflict with, result in a breach
of, or constitute a default under, any of the terms, conditions or provisions of any of the Seller’s organizational documents
or any agreement or instrument to which the Seller is a party or by which it is bound, or any order or decree applicable to the
Seller, or result in the creation or imposition of any lien on any of the Seller’s assets or property, in each case, which
would materially and adversely affect the ability of the Seller to carry out the transactions contemplated by the Operative Documents;


 


(iv)        There
is no action, suit, proceeding or investigation pending or, to the Seller’s knowledge, threatened against the Seller in
any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Seller to carry out the transactions contemplated by each Operative Document;


 


(v)         The
Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that, in the Seller’s good faith and reasonable
judgment, is likely to materially and adversely affect the condition (financial or other) or operations of the Seller or its properties
or might have consequences that, in the Seller’s good faith and reasonable judgment, is likely to materially and adversely
affect its performance under any Operative Document;


 


(vi)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Seller of, or compliance by the Seller with, each Operative Document or the consummation of the transactions
contemplated hereby or thereby, other than those which have been obtained by the Seller and those filings and recordings of Loan
Documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing
Date; and


 


(vii)      The
transfer, assignment and conveyance of the Mortgage Loans by the Seller to the Purchaser is not subject to bulk transfer laws
or any similar statutory provisions in effect in any applicable jurisdiction.


 


(b)         The
Purchaser represents and warrants to the Seller as of the Closing Date that:


 


(i)          The
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with
full corporate power and authority to own its assets and conduct its business, is duly qualified as a foreign corporation in good
standing in all jurisdictions in which the ownership or lease of its


 






    	-10-



    	 



    

 


property or the conduct of its business requires such qualification,
except where the failure to be so qualified would not have a material adverse effect on the ability of the Purchaser to perform
its obligations hereunder, and the Purchaser has taken all necessary action to authorize the execution, delivery and performance
of this Agreement by it, and has duly executed and delivered this Agreement, and has the power and authority to execute, deliver
and perform this Agreement and all the transactions contemplated hereby;


 


(ii)         Assuming
the due authorization, execution and delivery of this Agreement by the Seller, this Agreement will constitute a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement
of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law);


 


(iii)        The
execution and delivery of this Agreement by the Purchaser and the performance of its obligations hereunder will not conflict with
any provision of any law or regulation to which the Purchaser is subject, or conflict with, result in a breach of, or constitute
a default under, any of the terms, conditions or provisions of any of the Purchaser’s organizational documents or any agreement
or instrument to which the Purchaser is a party or by which it is bound, or any order or decree applicable to the Purchaser, or
result in the creation or imposition of any lien on any of the Purchaser’s assets or property, in each case which would
materially and adversely affect the ability of the Purchaser to carry out the transactions contemplated by this Agreement;


 


(iv)        There
is no action, suit, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against the Purchaser
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the
validity of this Agreement or any action taken in connection with the obligations of the Purchaser contemplated herein, or which
would be likely to impair materially the ability of the Purchaser to perform under the terms of this Agreement;


 


(v)         The
Purchaser is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Purchaser or its properties or might have consequences that would materially
and adversely affect its performance under any Operative Document; and


 


(vi)        No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Purchaser of, or compliance by the Purchaser with, this Agreement or the consummation of the transactions
contemplated by this Agreement other than those that have been obtained by the Purchaser.


 






    	-11-



    	 



    

 


(vii)       The
Purchaser has (i) prepared a report on Form ABS-15G under the Exchange Act (the “Form 15G”) that attaches the
Accountant’s Third-Party Due Diligence Report (as defined herein) (a final draft of which Form 15G was provided to the Seller
at least 5 business days before the first pricing date with respect to the Certificates); and (ii) furnished the Form 15G to the
Commission (as defined herein) on EDGAR at least 5 business days before the first pricing date with respect to the Certificates
as required by Rule 15Ga-2 under the Exchange Act.


 


(c)          The
Seller further makes the representations and warranties as to the Mortgage Loans set forth in Exhibit B to this Agreement
as of the Cut-Off Date or such other date set forth in Exhibit B to this Agreement, which representations and warranties
are subject to the exceptions thereto set forth in Exhibit C to this Agreement.


 


(d)         Pursuant
to the Pooling and Servicing Agreement, if (i) any party thereto (other than the Asset Representations Reviewer) discovers or
receives notice alleging that any document constituting a part of a Mortgage File has not been properly executed, is missing,
contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage
Loan Schedule, or does not appear to be regular on its face (each, a “Document Defect”), or discovers or receives
notice alleging a breach of any representation or warranty of the Seller made pursuant to Section 6(c) of this Agreement
with respect to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer or the Purchaser receives a Repurchase
Request, then such party is required to give prompt written notice thereof to the Seller.


 


(e)          Pursuant
to the Pooling and Servicing Agreement, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer
(with respect to Specially Serviced Loans) is required to determine whether any such Document Defect or Breach with respect to
any Mortgage Loan materially and adversely affects, or such Document Defect is deemed in accordance with Section 2.03 of the Pooling
and Servicing Agreement to materially and adversely affect, the value of the Mortgage Loan or any related REO Property or the
interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage (any such Document
Defect shall constitute a “Material Document Defect” and any such Breach shall constitute a “Material
Breach”; and a Material Breach and/or a Material Document Defect, as the case may be, shall constitute a “Material
Defect”). If such Document Defect or Breach has been determined to be a Material Defect, then the Master Servicer or
the Special Servicer, as applicable, will be required to give prompt written notice thereof to the Seller, demanding that the
Seller cure such Material Defect. Promptly upon becoming aware of any such Material Defect (including, without limitation, through
a written notice given by any party to the Pooling and Servicing Agreement, as provided above if the Document Defect or Breach
identified therein is a Material Defect), the Seller shall, not later than 90 days from the earlier of the Seller’s (x)
discovery of, and (y) receipt of notice of and receipt of a demand to take action with respect to such Material Defect (or, in
the case of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party
discovering such Material Defect), cure the same in all material respects (which cure shall include payment of any losses and
Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations
Reviewer payable pursuant to Section 5(j) above attributable to the Asset Review of such Mortgage Loan)) or, if


 






    	-12-



    	 



    

 


such Material
Defect cannot be cured within such 90-day period, the Seller shall (before the end of such 90-day period) either: (i) repurchase
the affected Mortgage Loan or any related REO Property (or the Trust Fund’s interest therein) at the applicable Purchase
Price by wire transfer of immediately available funds to the Collection Account; or (ii) substitute a Qualified Substitute Mortgage
Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur later than the second anniversary
of the Closing Date) and pay the Master Servicer, for deposit into the Collection Account, any Substitution Shortfall Amount in
connection therewith; provided, however, that if (i) such Material Defect is capable of being cured but not within
such 90-day period, (ii) such Material Defect is not related to any Mortgage Loan’s not being a Qualified Mortgage and (iii)
the Seller has commenced and is diligently proceeding with the cure of such Material Defect within such 90-day period, then the
Seller shall have an additional 90 days to complete such cure (or, in the event of a failure to so cure, to complete such repurchase
of the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described above) it being understood and agreed
that, in connection with the Seller’s receiving such additional 90-day period, the Seller shall deliver an Officer’s
Certificate to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator setting forth the reasons
such Material Defect is not capable of being cured within the initial 90-day period and what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that such Material Defect will be cured within such additional
90-day period; and provided, further, that, if any such Material Defect is still not cured after the initial 90-day
period and any such additional 90-day period solely due to the failure of the Seller to have received the recorded document, then
the Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material
Defect so long as the Seller certifies to the Trustee, the Master Servicer, the Special Servicer and the Certificate Administrator
every 30 days thereafter that the Material Defect is still in effect solely because of its failure to have received the recorded
document and that the Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that
no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date.
Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. The Seller shall have
no obligation to monitor the Mortgage Loans regarding the existence of a Breach or a Document Defect, but if the Seller discovers
a Material Defect with respect to a Mortgage Loan, it will notify the Purchaser. Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect
to each Mortgage Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the
Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust
Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date
in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced and received
by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and shall be required, under the Pooling and Servicing Agreement, to be remitted by the Master Servicer
to the Seller promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if
any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage
loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 6(e) if the Mortgage Loan to be


 






    	-13-



    	 



    

 


replaced
was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including
by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage
Loan will be required to be repurchased.


 


Notwithstanding
the foregoing provisions of this Section 6(e), in lieu of the Seller performing its obligations with respect to any Material
Defect as set forth in the preceding paragraph, to the extent that the Seller and the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Seller and the Special Servicer (with respect to Specially Serviced Loans), with the approval of the Special
Servicer and/or the consent of the Controlling Class Representative (other than with respect to any Excluded Mortgage Loan and
prior to the occurrence of a Control Termination Event) as provided in the Pooling and Servicing Agreement, are able to agree
upon a cash payment payable by the Seller to the Purchaser or the Trust, as applicable, that would be deemed sufficient to compensate
the Purchaser or the Trust, as applicable, for a Material Defect (a “Loss of Value Payment”), the Seller may
elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser or the Trust, as applicable; provided, that a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage, may not be cured by a Loss of Value
Payment; and provided, further that the Loss of Value Payment shall include the portion of any Liquidation Fees
payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations
Reviewer attributable to the Asset Review of such Mortgage Loan. Upon its making such payment, the Seller shall be deemed to have
cured such Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole
remedy available to the Purchaser or the Trust, as applicable, and its assignees regarding any such Material Defect, and the Seller
shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Defect. This paragraph
is intended to apply only to a mutual agreement or settlement between the Seller and the Master Servicer or the Seller and the
Special Servicer, as the case may be, provided that, prior to any such agreement or settlement, nothing in this paragraph
shall preclude the Seller, the Master Servicer or the Special Servicer, as applicable, from exercising any of its rights related
to a Material Defect in the manner and within the time frames set forth in the Pooling and Servicing Agreement or this Section
6(e) (excluding this paragraph) (including any right to cure, repurchase or substitute for a Mortgage Loan).


 


If
(x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y)
such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not
constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other
Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be)
shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the
Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions above unless,
in the case of such Breach or Document Defect, as applicable:


 


(A)  the Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special Servicer an
Opinion of Counsel to the effect that such Seller’s repurchase or replacement of only those Mortgage Loans as to which a
Material Defect has actually occurred without regard to the


 






    	-14-



    	 



    

 


provisions of this paragraph (the “Affected Loan(s)”)
and the operation of the remaining provisions of this Section 6(e) (i) will not cause either Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code
for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result in the imposition of
a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions”
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code);
and


 


(B)  each of the following conditions would be satisfied if the Seller were to repurchase or replace only the Affected Loans and not
the Other Crossed Loans:


 


(1)  the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio for the
Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the debt service
coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding
the repurchase or replacement;


 


(2)  the
loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the
Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value ratio, expressed as a whole
number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s)) at the time
of repurchase or replacement and (C) 75%; and


 


(3)  either
(x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not impair
the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group
or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies with
this Agreement and the Pooling and Servicing Agreement and that removes any threat of impairment of the ability to exercise remedies
against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise of remedies
against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 


The
determination of the Master Servicer or the Special Servicer, as applicable, as to whether the conditions set forth above have
been satisfied shall be conclusive and binding in the absence of manifest error on the Certificateholders, other parties to the
Pooling and Servicing


 






    	-15-



    	 



    

 


Agreement and the Seller. The Master Servicer or the Special Servicer, as applicable, will be entitled to
cause to be delivered, or direct the Seller to (in which case the Seller shall) cause to be delivered, to the Master Servicer
or the Special Servicer, as applicable, an Appraisal of any or all of the related Mortgaged Properties for purposes of determining
whether the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the Seller if
the scope and cost of the Appraisal is approved by the Seller and, prior to the occurrence and continuance of a Control Termination
Event, the Controlling Class Representative (such approval not to be unreasonably withheld in each case).


 


With
respect to any Defective Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described
in the second preceding paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the Seller
and the Depositor agree to forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted
to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing the Affected Loan(s) still held by the Trustee. If the exercise of remedies by one such party
would impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral securing the
Affected Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties shall forbear from
exercising such remedies unless and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified
in a manner that complies with this Agreement to remove the threat of impairment as a result of the exercise of remedies. Any
reserve or other cash collateral or letters of credit securing any of the Mortgage Loans that form a Cross-Collateralized Group
shall be allocated between such Mortgage Loans in accordance with the related Loan Documents, or otherwise on a pro rata
basis based upon their outstanding Stated Principal Balances. All other terms of the Mortgage Loans shall remain in full force
and effect, without any modification thereof. The provisions of this paragraph shall be binding on all future holders of each
Mortgage Loan that forms part of a Cross-Collateralized Group.


 


The
Pooling and Servicing Agreement provides that, to the extent necessary and appropriate, the Master Servicer or Special Servicer,
as applicable, will execute (pursuant to a limited power of attorney provided by the Trustee who will not be liable for any misuse
of any such power of attorney by the Master Servicer or Special Servicer, as applicable, or any of its agents or subcontractors)
the modification of the Loan Documents that complies with this Agreement to remove the threat of impairment of the ability of
the Seller or the Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held
by such party resulting from the exercise of remedies by the other such party. All costs and expenses incurred by the Trustee,
the Special Servicer and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph and the
first, second and third preceding paragraphs shall be advanced by the Master Servicer as provided for in Section 2.03(a) of the
Pooling and Servicing Agreement, and such advances and interest thereon shall be included in the calculation of Purchase Price
for the Affected Loan(s) to be repurchased or replaced.


 


Subject
to the Seller’s right to cure set forth above in this Section 6(e), and further subject to Sections 2.01(b) and 2.01(c)
of the Pooling and Servicing Agreement, failure of the Seller to deliver the documents referred to in clauses (1), (2), (7), (8),
(18) and (19) in the


 






    	-16-



    	 



    

 


definition of “Mortgage File” in the Pooling and Servicing Agreement in accordance with this
Agreement and the Pooling and Servicing Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided, however, that no Document Defect (except such deemed Material Document Defect described above) shall be considered to be
a Material Document Defect unless the document with respect to which the Document Defect exists is required in connection with
an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral
securing the Mortgage Loan or for any immediate significant servicing obligation.


 


With
respect to any Outside Serviced Mortgage Loan, the Seller agrees that if a “material document defect” (as such term
or any analogous term is defined in the related Outside Servicing Agreement) exists under the related Outside Servicing Agreement
with respect to the related Outside Serviced Companion Loan included in the related Outside Securitization Trust, and such Outside
Serviced Companion Loan is repurchased by or on behalf of such Seller (or other responsible repurchasing entity) from the related
Outside Securitization Trust as a result of such “material document defect” (as such term or any analogous term is
defined in such Outside Servicing Agreement), then the Seller shall repurchase such Outside Serviced Mortgage Loan; provided, however, that such repurchase obligation does not apply to any “material document defect” (as such term or
any analogous term is defined in the related Outside Servicing Agreement) related solely to the promissory note for such Outside
Serviced Companion Loan.


 


(f)          In
connection with any repurchase or substitution of one or more Mortgage Loans pursuant to this Section 6, the Pooling and
Servicing Agreement shall provide that the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the
Special Servicer shall each tender to the repurchasing entity, upon delivery to each of them of a receipt executed by the repurchasing
entity evidencing such repurchase or substitution, all portions of the Mortgage File (including, without limitation, the Servicing
File) and other documents and all Escrow Payments and reserve funds pertaining to such Mortgage Loan possessed by it, and each
document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate to
the repurchasing or substituting entity or its designee in the same manner, but only if the respective documents have been previously
assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and
forms pursuant to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect
the retransfer and reconveyance of the Mortgage Loan and the security therefor to the Seller or its designee; provided that such tender by the Trustee and the Custodian shall be conditioned upon its receipt from the Master Servicer of a Request
for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution have been satisfied.
In the event a Qualified Substitute Mortgage Loan is substituted for a Defective Mortgage Loan by the Seller as contemplated by
this Section 6, the Seller shall deliver to the Custodian the related Mortgage File and to the Master Servicer all Escrow
Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect
that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified Substitute
Mortgage Loan” in the Pooling and Servicing Agreement.


 






    	-17-



    	 



    

 


If
any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 6, the Seller shall amend the Mortgage
Loan Schedule to reflect the removal of any deleted Mortgage Loan and, if applicable, the substitution of the related Qualified
Substitute Mortgage Loan(s) and deliver or cause the delivery of such amended Mortgage Loan Schedule to the parties to the Pooling
and Servicing Agreement. Upon any substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified
Substitute Mortgage Loan shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


(g)          The
representations and warranties of the parties hereto shall survive the execution and delivery of this Agreement and shall inure
to the benefit of the respective parties, notwithstanding any restrictive or qualified endorsement on the Notes or Assignment
of Mortgage or the examination of the Mortgage Files.


 


(h)          Each
party hereto agrees to promptly notify the other party of any breach of a representation or warranty contained in Section 6(c) of this Agreement. The Seller’s obligation to cure any Material Defect or to repurchase, or substitute for, or make
a Loss of Value Payment with respect to, any affected Mortgage Loan pursuant to this Section 6 shall constitute the sole
remedy available to the Purchaser in connection with a breach of any of the Seller’s representations or warranties contained
in Section 6(c) of this Agreement or a Document Defect with respect to any Mortgage Loan.


 


(i)           The
Seller shall promptly notify the Depositor if (i) the Seller receives a Repurchase Communication of a Repurchase Request (other
than from the Depositor), (ii) the Seller repurchases or replaces a Mortgage Loan, (iii) the Seller receives a Repurchase Communication
of a Repurchase Request Withdrawal (other than from the Depositor) or (iv) the Seller rejects or disputes any Repurchase Request.
Each such notice shall be given no later than the tenth (10th) Business Day after (A) with respect to clauses (i) and (iii) of
the preceding sentence, receipt of a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, as applicable,
and (B) with respect to clauses (ii) and (iv) of the preceding sentence, the occurrence of the event giving rise to the requirement
for such notice, and shall include (1) the identity of the related Mortgage Loan and the person making the Repurchase Request,
(2) the date (x) such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal was received, (y) the
related Mortgage Loan was repurchased or replaced or (z) the Repurchase Request was rejected or disputed, as applicable, and (3)
if known, the basis for (x) the Repurchase Request (as asserted in the Repurchase Request) or (y) any rejection or dispute of
a Repurchase Request, as applicable.


 


The
Seller shall provide to the Depositor and the Certificate Administrator the Seller’s “Central Index Key” number
assigned by the Securities and Exchange Commission (the “Commission”) and a true, correct and complete copy
of the relevant portions of any Form ABS-15G that the Seller is required to file with the Commission under Rule 15Ga-1 under the
Exchange Act with respect to the Mortgage Loans, on or before the date that is five (5) Business Days before the date such Form
ABS-15G is required to be filed with the Commission.


 


In
addition, the Seller shall provide the Depositor, upon request, such other information in its possession as would permit the Depositor
to comply with its obligations under


 






    	-18-



    	 



    

 


Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase requests.
Any such information requested shall be provided as promptly as practicable after such request is made.


 


The
Seller agrees that no Rule 15Ga-1 Notice Provider will be required to provide information in a Rule 15Ga-1 Notice that is protected
by the attorney-client privilege or attorney work product doctrines. In addition, the Seller hereby acknowledges that (i) any
Rule 15Ga-1 Notice provided pursuant to Section 2.03(a) of the Pooling and Servicing Agreement is so provided only to assist the
Seller, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of
Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Rule 15Ga-1 Notice
Provider and (B) no information provided pursuant to Section 2.03(a) of the Pooling and Servicing Agreement by a Rule 15Ga-1 Notice
Provider shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider
may have with respect to this Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1
Notice.


 


Each
party hereto agrees that the receipt of a Rule 15Ga-1 Notice or the delivery of any notice required to be delivered pursuant to
this Section 6(i) shall not, in and of itself, constitute delivery of notice of, receipt of notice of, or knowledge of
the Seller of, any Material Defect.


 


Each
party hereto agrees and acknowledges that, as of the date of this Agreement, the “Central Index Key” number of the
Trust Fund is 0001670601.


 


“Repurchase
Communication” means, for purposes of this Section 6(i) only, any communication, whether oral or written, which
need not be in any specific form.


 


(j)          The
Seller hereby acknowledges and agrees that it has engaged Ernst & Young LLP (the “Accounting Firm”) to
perform “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the Mortgage Loans
and to prepare a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) (the “Accountant’s
Third-Party Due Diligence Report”) in connection therewith. The Seller hereby represents and warrants to, and covenants
with, the Depositor that, except with respect to the Accounting Firm and the Accountant’s Third-Party Due Diligence Report,
the Seller, as of the Closing Date, (A) has not obtained any “third-party due diligence report” (as defined in Rule
15Ga-2 under the Exchange Act), and (B) has not retained any third party to engage in, and will not retain any third party to
engage in, any activity that constitutes “due diligence services” (as defined in Rule 17g-10 under the Exchange Act)
with respect to the Mortgage Loans, unless, in the case of the immediately preceding clause (B) and following the Closing Date,
the Seller (i) provides prior written notice to the Depositor, (ii) requires the third-party due diligence provider to comply
with its obligations under Section 15E(s)(4)(B) of, and Rule 17g-10 under, the Exchange Act (including with respect to the timely
delivery to any applicable NRSRO and to the Depositor of a Form ABS Due Diligence-15E), and (iii) facilitates the Depositor’s
compliance with Rule 17g-5(a)(3)(iii)(E) under the Exchange Act, with respect thereto. The Seller further represents and warrants
that no portion of the Accountant’s Third-Party Due Diligence Report contains, with respect to the information contained
therein with respect to the


 






    	-19-



    	 



    

 


Mortgage Loans, any names, addresses, other personal identifiers or zip codes with respect to any
individuals, or any other personally identifiable or other information that would be associated with an individual, including
without limitation any “nonpublic personal information” within the meaning of Title V of the Gramm-Leach-Bliley Financial
Services Modernization Act of 1999. The Underwriters and Initial Purchasers are third-party beneficiaries of the provisions set
forth in this Section 6(j).


 


(k)          The
Seller further represents and warrants that, with respect to any Mortgage Loan that is, or that at any time that any Certificate
is outstanding becomes, part of an Outside Serviced Loan Combination (and for which the depositor under the Outside Servicing
Agreement is not the Purchaser), the related Outside Servicing Agreement expressly contains or will contain (at the time such
Outside Servicing Agreement is executed and delivered) terms and provisions (or, to the extent specified on Exhibit E to
this Agreement, the related Co-Lender Agreement expressly contains terms and conditions that are or will be (at the time such
Outside Servicing Agreement is executed and delivered) incorporated by reference into such Outside Servicing Agreement) designed
to comply in all material respects with the provisions set forth on Exhibit E to this Agreement. The Seller further represents
and warrants that, with respect to any Mortgage Loan that is or, that at any time that any Certificate is outstanding, becomes,
part of an Outside Serviced Loan Combination (and for which the depositor under the Outside Servicing Agreement is the Purchaser),
the related Co-Lender Agreement does not contain any terms or provisions that conflict with (or that will conflict with) any terms
or provisions in the related Outside Servicing Agreement that are designed to comply in all material respects with the provisions
set forth on Exhibit E to this Agreement.


 


SECTION
7     Review of Mortgage File. The
parties hereto acknowledge that the Custodian will be required to review the Mortgage Files pursuant to Section 2.02 of the Pooling
and Servicing Agreement and if it finds any document or documents not to have been properly executed, or to be missing or to be
defective on its face in any material respect, to notify the Purchaser, which shall promptly notify the Seller.


 


SECTION
8     Conditions to Closing. The
obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the purchase price for the
Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage
Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:


 


(a)          Each
of the obligations of the Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this
Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this
Agreement shall, subject to any applicable exceptions set forth on Exhibit C to this Agreement, be true and correct in
all material respects as of the Closing Date or as of such other date as of which such representation is made under the terms
of Exhibit B to this Agreement, and no event shall have occurred as of the Closing Date which would constitute a default
on the part of the Seller under this Agreement, and the Purchaser shall have received a certificate to the foregoing effect signed
by the Seller substantially in the form of Exhibit D to this Agreement.


 






    	-20-



    	 



    

 


(b)         The
Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder), in such form as is agreed
upon and acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchasers and their respective counsel in their
reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the terms thereof.


 


(c)         The
Purchaser shall have received the following additional closing documents:


 


(i)          copies
of the Seller’s Articles of Association, charter, by-laws or other organizational documents and all amendments, revisions,
restatements and supplements thereof, certified as of a recent date by the Secretary of the Seller;


 


(ii)         a
certificate as of a recent date of the Secretary of State of the State of New York to the effect that the Seller is duly organized,
existing and in good standing in the State of New York;


 


(iii)        an
officer’s certificate of the Seller in form reasonably acceptable to the Underwriters, the Initial Purchasers and each Rating
Agency;


 


(iv)        an
opinion of counsel of the Seller, subject to customary exceptions and carve-outs, in form reasonably acceptable to the Underwriters,
the Initial Purchasers and each Rating Agency; and


 


(v)         a
letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that
would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus, the Prospectus, the Preliminary
Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), as of the date thereof or
as of the Closing Date (or, in the case of the Preliminary Prospectus or the Preliminary Offering Circular, solely as of the time
of sale) contained or contain, as applicable, with respect to the Seller, the Mortgage Loans, any sub-servicers related to the
Mortgage Loans, any related Loan Combination (including, without limitation, the identity of the servicers for, and the terms
of the Outside Servicing Agreement relating to, any Outside Serviced Loan Combination, and the identity of any co-originator of
any Loan Combination), the related Mortgaged Properties and the related Mortgagors and their respective affiliates, any untrue
statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating
to the Seller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without
limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement relating to, any Outside Serviced
Loan Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related
Mortgagors and their respective affiliates, in the light of the circumstances under which they were made, not misleading and (b)
the Seller Information (as defined in the Indemnification Agreement) in the Prospectus appears to be appropriately responsive
in all material respects to the applicable requirements of Regulation AB.


 






    	-21-



    	 



    

 


(d)          The
Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement.


 


(e)          The
Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.


 


(f)           The
Seller shall furnish the Purchaser, the Underwriters and the Initial Purchasers with such other certificates of its officers or
others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser
and its counsel may reasonably request.


 


(g)          [Reserved.]


 


SECTION
9     Closing. The closing for the purchase and sale of the Mortgage Loans shall take place
at the offices of Orrick, Herrington & Sutcliffe LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other
place and time as the parties shall agree.


 


SECTION
10   Expenses. The Seller will pay its pro rata share (the Seller’s pro rata portion to be determined
according to the percentage that the aggregate principal balance as of the Cut-Off Date of all the Mortgage Loans represents as
to the aggregate principal balance as of the Cut-Off Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the
costs and expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing
and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicer, the Asset Representations Reviewer and their respective counsel; (iv) the fees and disbursements
of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical information in respect
of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Prospectus, the Preliminary Offering Circular,
the Final Offering Circular and any related disclosure for the initial Form 8-K, including the cost of obtaining any “comfort
letters” with respect to such items; (v) the costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in
connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates
for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable
fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise
reproducing) and delivering the Registration Statement (as such term is defined in the Indemnification Agreement), Preliminary
Prospectus, Prospectus, Preliminary Offering Circular and Final Offering Circular and the reproducing and delivery of this Agreement
and the furnishing to the Underwriters of such copies of the Registration Statement, Preliminary Prospectus, Prospectus, Preliminary
Offering Circular, Final Offering Circular and this Agreement as the Underwriters may reasonably request; (viii) the fees of the
rating agency or agencies requested to rate the Certificates; (ix) the reasonable fees and expenses of Orrick, Herrington &
Sutcliffe LLP as counsel to the Depositor;


 






    	-22-



    	 



    

 


and (x) the reasonable fees and expenses of Mayer Brown LLP, as counsel to the Underwriters
and the Initial Purchasers.


 


If
the Seller elects to exercise its rights under Section 12.14 of the Pooling and Servicing Agreement, then the Seller shall pay
the reasonable costs and expenses (if any) of the Depositor, Master Servicer, Special Servicer and Trustee resulting from such
parties’ obligations to cooperate with the Seller under Section 12.14 of the Pooling and Servicing Agreement.


 


SECTION
11     Severability of Provisions. If
any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid,
then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.
Furthermore, the parties shall in good faith endeavor to replace any provision held to be invalid or unenforceable with a valid
and enforceable provision which most closely resembles, and which has the same economic effect as, the provision held to be invalid
or unenforceable.


 


SECTION
12     Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF
THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


SECTION
13     Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION
14     Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL COURTS OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II)
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS
UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT


 






    	-23-



    	 



    

 


NOTHING
HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY MANNER PERMITTED BY LAW.


 


SECTION
15     No Third-Party Beneficiaries. The parties do not intend the benefits of this Agreement
to inure to any third party except as expressly set forth in Section 6 and Section 16.


 


SECTION
16     Assignment. The Seller hereby acknowledges that the Purchaser has, concurrently with
the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned
its rights hereunder to the Trustee for the benefit of the Certificateholders. The Seller hereby acknowledges its obligations
pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. This Agreement shall bind and inure to the benefit
of and be enforceable by the Seller, the Purchaser and their permitted successors and assigns. Any Person into which the Seller
may be merged or consolidated, or any Person resulting from any merger, conversion or consolidation to which the Seller may become
a party, or any Person succeeding to all or substantially all of the business of the Seller, shall be the successor to the Seller
hereunder without any further act. The warranties and representations and the agreements made by the Seller herein shall survive
delivery of the Mortgage Loans to the Trustee, but shall not be further assigned by the Trustee to any Person.


 


SECTION
17     Notices. All communications hereunder shall be in writing and effective only upon
receipt and (i) if sent to the Purchaser, will be mailed, hand delivered, couriered or sent by fax transmission or electronic
mail and confirmed to it at Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York
10013, to the attention of Paul Vanderslice, fax number (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York
10013, to the attention of Richard Simpson, fax number (646) 328-2943, and 388 Greenwich Street, 17th Floor, New York, New York
10013, to the attention of Ryan M. O’Connor, fax number (646) 862-8988, and with an electronic copy emailed to Richard Simpson
at richard.simpson@citi.com and to Ryan M. O’Connor at ryan.m.oconnor@citi.com, (ii) if sent to the Seller, will be mailed,
hand delivered, couriered or sent by fax transmission or electronic mail and confirmed to it at Citigroup Global Markets Realty
Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice, fax number (212) 723-8599,
and Citigroup Global Markets Realty Corp., 390 Greenwich Street, 7th Floor, New York, New York 10013, to the attention of Richard
Simpson, fax number (646) 328-2943, and 388 Greenwich Street, 17th Floor, New York, New York 10013, to the attention of Ryan M.
O’Connor, fax number (646) 862-8988, and with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com
and to Ryan M. O’Connor at ryan.m.oconnor@citi.com, and (iii) in the case of any of the preceding parties, such other address
as may hereafter be furnished to the other party in writing by such parties.


 


SECTION
18     Amendment. This Agreement may be amended only by a written instrument which specifically
refers to this Agreement and is executed by the Purchaser and the Seller. This Agreement shall not be deemed to be amended orally
or by virtue of any continuing custom or practice. No amendment to the Pooling and Servicing Agreement which relates to defined
terms contained therein or to any obligations or rights of the Seller whatsoever shall be effective against the Seller unless
the Seller shall have agreed to such amendment in writing.


 






    	-24-



    	 



    

 


SECTION
19     Counterparts. This Agreement may be executed in any number of counterparts, and by
the parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument. 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 of this Agreement.


 


SECTION
20     Exercise of Rights. No failure or delay on the part of any party to exercise any right,
power or privilege under this Agreement and no course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. Except as set forth in Section 6(h) of
this Agreement, the rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which
any party would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party
to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of either party
to any other or further action in any circumstances without notice or demand.


 


SECTION
21     No Partnership. Nothing herein contained shall be deemed or construed to create a
partnership or joint venture between the parties hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall take any action which could reasonably lead a
third party to assume that it has the authority to bind the other party or make commitments on such party’s behalf.


 


SECTION
22     Miscellaneous. This Agreement supersedes all prior agreements and understandings relating
to the subject matter hereof. Neither this Agreement nor any term hereof may be waived, discharged or terminated orally, but only
by an instrument in writing signed by the party against whom enforcement of the waiver, discharge or termination is sought.


 


SECTION
23     Further Assurances. The Seller and Purchaser each agree to execute and deliver such
instruments and take such further actions as any party hereto may, from time to time, reasonably request in order to effectuate
the purposes and carry out the terms of this Agreement.


 


*
* * * * *


 






    	-25-



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written. 





	 	 	 
	 	CITIGROUP
    COMMERCIAL MORTGAGE SECURITIES INC.
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title: Authorized Signatory
	 	 	 
	 	CITIGROUP
    GLOBAL MARKETS REALTY CORP.
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name: Richard W. Simpson
	 	 	Title: Authorized Signatory







 


CGCMT
2016-GC37 – CGMRC Mortgage Loan Purchase Agreement


 






    	 



    	 



    

 






EXHIBIT
A


 


MORTGAGE LOAN SCHEDULE


 






    	A-1



    	 



    

 








CGCMT 2016-GC37 Mortgage Loan Schedule - CGMRC


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	Remaining	 	 
	Control	 	 	 	Loan	 	 	 	 	 	 	 	 	 	 	 	Cut-Off Date	 	Mortgage	 	Term To	 	 
	Number	 	Footnotes	 	Number	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	Balance ($)	 	Rate	 	Maturity Date (Mos.)	 	Maturity Date
	1	 	(1)	 	8998	 	Sheraton Denver Downtown Fee	 	1550 Court Place 	 	Denver	 	Colorado	 	80202	 	70,000,000.00	 	4.50000%	 	117	 	1/6/2026
	2	 	 	 	11045	 	Williams Mullen Center	 	200 South 10th Street	 	Richmond	 	Virginia	 	23219	 	51,744,942.51	 	4.95000%	 	118	 	2/6/2026
	3	 	(2)	 	10876	 	79 Madison Avenue	 	79 Madison Avenue	 	New York	 	New York	 	10016	 	40,000,000.00	 	4.75000%	 	117	 	1/6/2026
	6	 	 	 	11089	 	Hotel on Rivington	 	107 Rivington Street	 	New York	 	New York	 	10002	 	36,500,000.00	 	4.96000%	 	119	 	3/6/2026
	9	 	(5)	 	8970	 	5 Penn Plaza	 	5 Penn Plaza	 	New York	 	New York	 	10001	 	25,000,000.00	 	4.86153%	 	117	 	1/6/2026
	11	 	(6)	 	9070	 	Park Place	 	1255, 1260, 1333, 1340, 1445 and 1450 South Spectrum Boulevard	 	Chandler	 	Arizona	 	85286	 	20,000,000.00	 	4.92000%	 	117	 	1/6/2026
	12	 	 	 	9194	 	McCallum Courts and McCallum Glen	 	 	 	 	 	 	 	 	 	19,143,750.00	 	4.79000%	 	117	 	1/6/2026
	12.01	 	 	 	9194-1	 	McCallum Glen	 	7740 McCallum Boulevard	 	Dallas	 	Texas	 	75252	 	 	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	McCallum Courts 	 	7777 McCallum Boulevard	 	Dallas	 	Texas	 	75252	 	 	 	 	 	 	 	 
	15	 	 	 	9066	 	Amsdell Self Storage - Cincinnati Portfolio	 	 	 	 	 	 	 	 	 	14,150,000.00	 	5.08000%	 	118	 	2/6/2026
	15.01	 	 	 	9066-1	 	Compass Self Storage - Florence	 	10000 Sam Neace Drive	 	Florence	 	Kentucky	 	41042	 	 	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	Compass Self Storage - Cincinnati	 	3951 Nine Mile Tobasco Road	 	Cincinnati	 	Ohio	 	45255	 	 	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CubeSmart Self Storage - Taunton	 	33 Chandler Avenue	 	Taunton	 	Massachusetts	 	02780	 	 	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	Compass Self Storage - Hebron	 	2020 Northside Drive	 	Hebron	 	Kentucky	 	41048	 	 	 	 	 	 	 	 
	18	 	 	 	9310	 	Troy Place Apartments	 	2869 Troy Center Drive	 	Troy	 	Michigan	 	48084	 	11,550,000.00	 	4.95000%	 	118	 	2/6/2026
	19	 	 	 	9050	 	Staybridge Cleveland Mayfield	 	6103 Landerhaven Drive	 	Mayfield Heights	 	Ohio	 	44124	 	11,200,000.00	 	4.84000%	 	118	 	2/6/2026
	20	 	 	 	9257	 	The Armitage Collection	 	1123-1133 West Armitage Avenue	 	Chicago	 	Illinois	 	60614	 	11,000,000.00	 	4.75000%	 	117	 	1/6/2026
	24	 	 	 	9294	 	Franklin Center	 	29100 Northwestern Highway	 	Southfield	 	Michigan	 	48034	 	8,990,923.77	 	5.22000%	 	119	 	3/6/2026
	25	 	 	 	9139	 	Hilton Garden Inn - Saint Charles	 	4070 East Main Street	 	Saint Charles	 	Illinois	 	60174	 	8,575,000.00	 	5.05000%	 	118	 	2/6/2026
	27	 	 	 	9358	 	Cheswick Village Apartments	 	9201 East 30th Street	 	Indianapolis	 	Indiana	 	46229	 	7,900,000.00	 	5.01000%	 	118	 	2/6/2026
	30	 	 	 	9335	 	Chesterfield Square	 	51315-51405 Gratiot Avenue	 	Chesterfield	 	Michigan	 	48051	 	6,543,750.00	 	5.06000%	 	118	 	2/6/2026


 






    	 



    	 



    

 


CGCMT 2016-GC37 Mortgage Loan Schedule - CGMRC


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Remaining	 	 	 	 	 	 	 	Crossed With	 	 	 	 
	Control	 	 	 	Loan	 	 	 	Amortization Term	 	Servicing	 	Subservicing	 	Mortgage 	 	Other Loans	 	ARD	 	Final
	Number	 	Footnotes	 	Number	 	Property Name	 	(Mos.)	 	Fee Rate (%)	 	Fee Rate (%)	 	Loan Seller	 	(Crossed Group)	 	(Yes/No)	 	Maturity Date
	1	 	(1)	 	8998	 	Sheraton Denver Downtown Fee	 	0	 	0.00250%	 	0.00250%	 	CGMRC	 	NAP	 	No	 	1/6/2026
	2	 	 	 	11045	 	Williams Mullen Center	 	238	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	2/6/2026
	3	 	(2)	 	10876	 	79 Madison Avenue	 	0	 	0.00250%	 	0.00250%	 	CGMRC	 	NAP	 	No	 	1/6/2026
	6	 	 	 	11089	 	Hotel on Rivington	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	3/6/2026
	9	 	(5)	 	8970	 	5 Penn Plaza	 	0	 	0.00250%	 	0.00250%	 	CGMRC	 	NAP	 	No	 	1/6/2026
	11	 	(6)	 	9070	 	Park Place	 	360	 	0.00250%	 	0.02000%	 	CGMRC	 	NAP	 	No	 	1/6/2026
	12	 	 	 	9194	 	McCallum Courts and McCallum Glen	 	360	 	0.00250%	 	0.03000%	 	CGMRC	 	NAP	 	No	 	1/6/2026
	12.01	 	 	 	9194-1	 	McCallum Glen	 	 	 	 	 	 	 	CGMRC	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	McCallum Courts 	 	 	 	 	 	 	 	CGMRC	 	 	 	 	 	 
	15	 	 	 	9066	 	Amsdell Self Storage - Cincinnati Portfolio	 	360	 	0.00500%	 	0.03000%	 	CGMRC	 	NAP	 	No	 	2/6/2026
	15.01	 	 	 	9066-1	 	Compass Self Storage - Florence	 	 	 	 	 	 	 	CGMRC	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	Compass Self Storage - Cincinnati	 	 	 	 	 	 	 	CGMRC	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CubeSmart Self Storage - Taunton	 	 	 	 	 	 	 	CGMRC	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	Compass Self Storage - Hebron	 	 	 	 	 	 	 	CGMRC	 	 	 	 	 	 
	18	 	 	 	9310	 	Troy Place Apartments	 	360	 	0.00250%	 	0.05000%	 	CGMRC	 	NAP	 	No	 	2/6/2026
	19	 	 	 	9050	 	Staybridge Cleveland Mayfield	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	2/6/2026
	20	 	 	 	9257	 	The Armitage Collection	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	1/6/2026
	24	 	 	 	9294	 	Franklin Center	 	359	 	0.00250%	 	0.05000%	 	CGMRC	 	NAP	 	No	 	3/6/2026
	25	 	 	 	9139	 	Hilton Garden Inn - Saint Charles	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	2/6/2026
	27	 	 	 	9358	 	Cheswick Village Apartments	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	2/6/2026
	30	 	 	 	9335	 	Chesterfield Square	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	2/6/2026


 






    	 



    	 



    

 


CGCMT 2016-GC37 Mortgage Loan Schedule - CGMRC


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Serviced Companion Loan	 	 	 	Serviced Companion Loan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remaining	 	Serviced Companion Loan	 	Remaining	 	Serviced Companion Loan
	Control	 	 	 	Loan	 	 	 	ARD	 	Serviced Companion Loan	 	Serviced Companion Loan	 	Serviced Companion Loan	 	Term To	 	Maturity	 	Amortization Term	 	Servicing
	Number	 	Footnotes	 	Number	 	Property Name	 	Revised Rate	 	Flag	 	Cut-off Balance	 	Interest Rate	 	Maturity	 	Date	 	(Mos.)	 	Fees
	1	 	(1)	 	8998	 	Sheraton Denver Downtown Fee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	 	11045	 	Williams Mullen Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	(2)	 	10876	 	79 Madison Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6	 	 	 	11089	 	Hotel on Rivington	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	(5)	 	8970	 	5 Penn Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	(6)	 	9070	 	Park Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12	 	 	 	9194	 	McCallum Courts and McCallum Glen	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.01	 	 	 	9194-1	 	McCallum Glen	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.02	 	 	 	9194-2	 	McCallum Courts 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	9066	 	Amsdell Self Storage - Cincinnati Portfolio	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.01	 	 	 	9066-1	 	Compass Self Storage - Florence	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	9066-4	 	Compass Self Storage - Cincinnati	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.03	 	 	 	9066-3	 	CubeSmart Self Storage - Taunton	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.04	 	 	 	9066-2	 	Compass Self Storage - Hebron	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	9310	 	Troy Place Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	9050	 	Staybridge Cleveland Mayfield	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20	 	 	 	9257	 	The Armitage Collection	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	9294	 	Franklin Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25	 	 	 	9139	 	Hilton Garden Inn - Saint Charles	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	 	 	9358	 	Cheswick Village Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	9335	 	Chesterfield Square	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	(1)	The Cut-off Date Balance of $70,000,000 represents the non-controlling note A-2 of a $180,000,000 loan combination evidenced by two pari passu notes. The companion loan, evidenced by the controlling note A-1 has an outstanding principal balance of $110,000,000 as of the Cut-off Date and was contributed to the CGCMT 2016-GC36 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $180,000,000.
	(2)	The Cut-off Date Balance of $40,000,000 represents the non-controlling note A-2 of a $85,000,000 loan combination evidenced by two pari passu notes. The companion loan, evidenced by the controlling note A-1 has an outstanding principal balance of $45,000,000 as of the Cut-off Date and is expected to be contributed to the CGCMT 2016-P3 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $85,000,000.
	(5)	The Cut-off Date Balance of $25,000,000 represents a non-controlling note A-2-II of a $260,000,000 loan combination evidenced by four pari passu notes. The companion loans, evidenced by notes A-1, A-2-I and A-3, have an aggregate principal balance of $235,000,000 as of the Cut-off Date. The controlling note A-1 ($115,000,000) was contributed to the CGCMT 2016-GC36 securitization transaction. A non-controlling note A-2-I ($42,000,000) is expected to be contributed to the CGCMT 2016-P3 securitization transaction. The non-controlling note A-3 ($78,000,000) was contributed to the JPMBB 2016-C1 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	(6)	The Cut-off Date Balance of $20,000,000 represents the non-controlling note A-2-1 of a $93,000,000 loan combination evidenced by three pari passu notes. The companion loan, evidenced by notes A-1 and A-2-2 has an aggregate principal balance of $73,000,000 as of the Cut-off Date. The controlling note A-1 ($50,000,000) was contributed to the CGCMT 2016-GC36 securitization transaction. A non-controlling note A-2-2 ($23,000,000) is expected to be contributed to one or more future securitzation transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $93,000,000.


 






    	 



    	 



    

 









EXHIBIT
B


 


MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 


	(1)	Whole
                                         Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is
                                         part of a Loan Combination, each Mortgage Loan is a whole loan and not a participation
                                         interest in a Mortgage Loan. Each Mortgage Loan that is part of a Loan Combination is
                                         a senior or pari passu portion of a whole loan evidenced by a senior or pari
                                         passu note. At the time of the sale, transfer and assignment to Depositor, no Mortgage
                                         Note or Mortgage was subject to any assignment (other than assignments to the Seller),
                                         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, any other ownership interests on, in or to such Mortgage Loan other than
                                         any servicing rights appointment or similar agreement, any Outside Servicing Agreement
                                         with respect to an Outside Serviced Mortgage Loan and rights of the holder of a related
                                         Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority
                                         to sell, assign and transfer each Mortgage Loan, and the assignment to Depositor 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 other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender
                                         Agreement.



 


	(2)	Loan
                                         Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a
                                         separate instrument), guaranty and other agreement executed by or on behalf of the related
                                         Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal,
                                         valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject
                                         to any non-recourse provisions contained in any of the foregoing agreements and any applicable
                                         state anti-deficiency 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 Loan 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
                                         Loan 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 sentence, there is no valid offset, defense, counterclaim or right of rescission available
to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without
limitation, any such valid offset, defense, counterclaim or right based


 






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on intentional fraud by the 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 Loan Documents.


 


	(3)	Mortgage
                                         Provisions. The Loan 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, nonjudicial
                                         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 File (a) the material terms of such Mortgage, Mortgage
                                         Note, Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired,
                                         modified, altered, satisfied, canceled, subordinated or rescinded in any respect which
                                         materially interferes with the security intended to be provided by such Mortgage; (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 Mortgagor nor the related guarantor has
                                         been released from its material obligations under the Mortgage Loan.



 


	(5)	Lien;
                                         Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage
                                         and assignment of Assignment of Leases to the Trust Fund constitutes a legal, valid and
                                         binding assignment to the Trust Fund. Each related Mortgage and Assignment of Leases
                                         is freely assignable without the consent of the related Mortgagor. Each related Mortgage
                                         is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or
                                         if identified on the Mortgage Loan Schedule, 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 on Exhibit C (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 financing statements
                                         is required in order to effect such perfection.



 






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	(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
                                         due and payable but not yet delinquent; (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; (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;
                                         (f) if the related Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the
                                         lien of the Mortgage for another Mortgage Loan contained in the same Cross-Collateralized
                                         Group; and (g) if the related Mortgage Loan is part of a Loan Combination, the rights
                                         of the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement;
                                         provided that none of items (a) through (g), 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 Mortgagor’s ability to
                                         pay its obligations when they become due (collectively, the “Permitted Encumbrances”).
                                         Except as contemplated by clauses (f) and (g) 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 Mortgage Loan that
                                         is cross-collateralized and cross-defaulted with another Mortgage Loan, there are 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). Except as set forth on Exhibit B-30-1, the Seller has no knowledge
                                         of any mezzanine debt secured directly by interests in the related Mortgagor.



 


	(8)	Assignment
                                         of Leases and Rents. There exists as part of the related Mortgage File an Assignment
                                         of Leases (either as a separate instrument or incorporated into the related Mortgage).
                                         Subject to the Permitted Encumbrances and the Title Exceptions, each related 



 






    	B-3



    	 



    

 


		Assignment of Leases 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 Mortgagor 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, 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, 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 Mortgagor 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 Loan 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. The 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 thirteen 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 thirteen 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 deferred maintenance for which escrows were established at origination) that would
affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.


 


	(11)	Taxes
and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
water and sewage charges), or installments thereof, which 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



 






    	B-4



    	 



    

 


		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. As of the date of origination and to the Seller’s
                                         knowledge as of the Cut-Off Date, there was no pending or filed action, suit or proceeding,
                                         arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s
                                         interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected
                                         to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged
                                         Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’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 Loan Documents or (f) the current principal use of the Mortgaged
                                         Property.



 


	(14)	Escrow
                                         Deposits. All escrow deposits and payments required to be escrowed with Mortgagee
                                         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 Mortgagee under the related Loan Documents are
                                         being conveyed by the Seller to Depositor or its servicer.



 


	(15)	No
                                         Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan
                                         Schedule has been fully disbursed as of the Closing 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 Mortgagor or other considerations
                                         determined by the Seller to merit such holdback).



 


	(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 Loan Documents and having a claims-paying or financial strength
                                         rating of at least “A-:VIII” from A.M. Best Company or “A3” (or
                                         the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard
                                         & Poor’s Ratings Services (collectively the 



 






    	B-5



    	 



    

 


		“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 Mortgagor 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 Loan 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 a “Special Flood Hazard Area,” the related Mortgagor
is required to maintain insurance in the maximum amount 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 Mortgagor 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 Loan 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 prudent institutional commercial
mortgage lenders, 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 the scenario
expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake. In such instance, the SEL
was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report
concluded that the SEL would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such
Mortgaged Property was obtained from an insurer rated at least “A:VIII” 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.


 






    	B-6



    	 



    

 


The
Loan 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 (or related Loan Combination), the Mortgagee (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 payment 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 Mortgagee 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 Mortgagor to maintain all such insurance
and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s
reasonable cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial
liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because
of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee 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 the 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 Mortgagor 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.



 


	(18)	No
Encroachments. To the Seller’s knowledge based solely on surveys obtained in connection with origination and the Mortgagee’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



 






    	B-7



    	 



    

 


		or current use of such Mortgaged Property
or for which insurance or endorsements were obtained under the Title Policy. No 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 were 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 the Seller (except that any ARD Mortgage Loan may provide
                                         for the accrual of the portion of interest in excess of the rate in effect prior to its
                                         related Anticipated Repayment Date).



 


	(20)	REMIC.
                                         The Mortgage Loan is a “qualified mortgage” within the meaning of Section
                                         860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations
                                         Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages),
                                         and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at
                                         origination did not exceed the non-contingent principal amount of the Mortgage Loan and
                                         (B) either: (a) such Mortgage Loan is secured by an interest in real property (including
                                         buildings and structural components thereof, but excluding personal property) having
                                         a fair market value (i) at the date the Mortgage Loan (or related Loan Combination) was
                                         originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or
                                         related Loan Combination) on such date or (ii) at the Closing Date at least equal to
                                         80% of the adjusted issue price of the Mortgage Loan (or related Loan Combination) on
                                         such date, provided that for purposes hereof, the fair market value of the real property
                                         interest must first be reduced by (A) the amount of any lien on the real property interest
                                         that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is
                                         in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage
                                         Loan were used to acquire, improve or protect the real property which served as the only
                                         security for such Mortgage Loan (other than a recourse feature or other third-party credit
                                         enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If
                                         the Mortgage Loan was “significantly modified” prior to the Closing Date
                                         so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was
                                         modified as a result of the default or reasonably foreseeable default of such Mortgage
                                         Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting
                                         the date of the last such modification for the date the Mortgage Loan was originated)
                                         or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield
                                         maintenance charges applicable to the Mortgage Loan constitute “customary prepayment
                                         penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All
                                         terms used in this paragraph shall have the same meanings as set forth in the related
                                         Treasury Regulations.



 


	(21)	Compliance
                                         with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges,
                                         yield maintenance charge, 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.



 






    	B-8



    	 



    

 


	(22)	Authorized
                                         to do Business. To the extent required under applicable law, as of the Cut-Off Date
                                         or as of the date that such entity held the Mortgage Note, each holder of the Mortgage
                                         Note was authorized to originate, acquire and/or hold (as applicable) the Mortgage Note
                                         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 Trust.



 


	(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, a survey or other
                                         affirmative investigation of local law compliance consistent with the investigation conducted
                                         by the Seller for similar commercial and multifamily mortgage loans intended for securitization,
                                         there are no material violations of applicable zoning ordinances, building codes and
                                         land laws (collectively “Zoning Regulations”) 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 (or related Loan Combination,
                                         as applicable) or as of the Cut-Off Date, other than those which (i) are insured by the
                                         Title Policy or a law and ordinance insurance policy or (ii) would not have a material
                                         adverse effect on the value, operation or net operating income of the Mortgaged Property.
                                         The terms of the Loan Documents require the Mortgagor to comply in all material respects
                                         with all applicable governmental regulations, zoning and building laws.



 


	(25)	Licenses
                                         and Permits. Each Mortgagor covenants in the Loan 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 any of 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 and multifamily mortgage loans intended for securitization,
                                         all such material licenses, permits and applicable governmental authorizations are in
                                         effect. The Mortgage Loan requires the related Mortgagor to be qualified to do business
                                         in the jurisdiction in which the related Mortgaged Property is located.



 


	(26)	Recourse
Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor
and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the
Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following
events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law,
or any similar federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or



 






    	B-9



    	 



    

 


		guarantor shall have colluded with (or,
alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to
the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation
of the Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural
person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than
equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s
(i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of (A)
insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to
be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior
to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental
covenants in the Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property (but, in some
cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).



 


	(27)	Mortgage
                                         Releases. The terms of the related Mortgage or related Loan 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) upon
                                         a Defeasance defined in (32) below, (d) 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 (e) as required pursuant to an order of condemnation or taking by a State or any political
                                         subdivision or authority thereof. With respect to any partial release under the preceding
                                         clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a
                                         “significant modification” of the subject Mortgage Loan within the meaning
                                         of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage
                                         Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
                                         of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan
                                         Documents, condition such release of collateral on the related Mortgagor’s delivery
                                         of an opinion of tax counsel to the effect specified in the immediately preceding clause
                                         (x). For purposes of the preceding clause (x), for all Mortgage Loans originated after
                                         December 6, 2010, if the fair market value of the real property constituting such Mortgaged
                                         Property (reduced by (1) the amount of any lien on the real property that is senior to
                                         the Mortgage Loan and (2) a proportionate amount of any lien on the real property that
                                         is in parity with the Mortgage Loan) after the release is not equal to at least 80% of
                                         the principal balance of the Mortgage Loan (or related Loan Combination) outstanding
                                         after the release, the Mortgagor is required to make a payment of principal in an amount
                                         not less than the amount required by the REMIC Provisions.



 






    	B-10



    	 



    

 


With
respect to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor
can be required to pay down the principal balance of the Mortgage Loan (or related Loan Combination) in an amount not less than
the amount required by the REMIC Provisions and, to such extent, such amount may not be required to be applied to the restoration
of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property
from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting
the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan
and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least
80% of the remaining principal balance of the Mortgage Loan (or related Loan Combination).


 


No
Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits
the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to partial condemnation,
other than in compliance with the REMIC Provisions.


 


	(28)	Financial
                                         Reporting and Rent Rolls. The Loan Documents for each Mortgage Loan require the Mortgagor
                                         to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant
                                         properties) and annual operating statements, and quarterly (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 Mortgagor are in the form of an
                                         annual combined balance sheet of the Mortgagor 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, and as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (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 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 the 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 Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for
Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar
or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under
each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor



 






    	B-11



    	 



    

 


		shall not be required to spend more than
the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount,
the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap
Amount. The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount
of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance
required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty
and business interruption/rental loss insurance).




 


	(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 unpaid 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 Loan Documents (which
                                         provide for transfers without the consent of the Mortgagee which are customarily acceptable
                                         to prudent commercial and multifamily mortgage lending institutions 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 Loan Documents), (a) the related Mortgaged Property, or any equity
                                         interest of greater than 50% in the related Mortgagor, 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 Loan Documents, (iii) transfers of less than, or other than, a
                                         controlling interest in the related Mortgagor, (iv) transfers to another holder of direct
                                         or indirect equity in the Mortgagor, a specific Person designated in the related Loan
                                         Documents or a Person satisfying specific criteria identified in the related Loan 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 paragraphs (27) and (32) of this Exhibit B or the exceptions thereto set forth
                                         on Exhibit C, or (vii) as set forth on Exhibit B-30-1 by reason of any
                                         mezzanine debt that existed at the origination of the related Mortgage Loan, or future
                                         permitted mezzanine debt as set forth on Exhibit B-30-2 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 of any Mortgage Loan or any subordinate
                                         debt that existed at origination and is permitted under the related Loan Documents, (ii)
                                         purchase money security interests (iii) any Mortgage Loan that is cross-collateralized
                                         and cross-defaulted with another Mortgage Loan, as set forth on Exhibit B-30-3
                                         or (iv) Permitted Encumbrances. The Mortgage or other Loan Documents provide that to
                                         the extent any Rating Agency fees are incurred in connection with the review of and consent
                                         to any transfer or encumbrance, the Mortgagor is responsible for such payment along with
                                         all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative
                                         to such transfer or encumbrance.



 


	(31)	Single-Purpose
Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan
is outstanding. Both the Loan 



 






    	B-12



    	 



    

 


		Documents and the organizational documents
of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Balance in excess of $5 million provide that the Mortgagor
is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Balance of $20 million or more has a counsel’s opinion
regarding non-consolidation of the Mortgagor. 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 Cut-Off Date Balance equal to $5 million
or less, its organizational documents or the related Loan 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 Loan 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 Loan Documents, that it has its own books and records
and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized
and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any
other person or entity.



 


	(32)	Defeasance.
With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”), (i)
the Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified
in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor
is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments
under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first
date on which payment may be made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan
is an ARD Mortgage Loan, the entire principal balance outstanding on the related Anticipated Repayment Date (or on or after the
first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage
Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be
sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal
to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal
balance of the Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public accountant
that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above; (v) if the
Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance
collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor
is required to provide an opinion of counsel that the Mortgagee has a perfected security interest in such collateral prior to
any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if
rating confirmation is a specific condition



 






    	B-13



    	 



    

 


		precedent thereto) and all other reasonable
out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.



 


	(33)	Fixed
                                         Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout
                                         the remaining term of such Mortgage Loan, except in the case of ARD Mortgage Loans and
                                         in situations where default interest is imposed.



 


	(34)	Ground
                                         Leases. For purposes of this Exhibit B, a “Ground Lease” shall
                                         mean a lease creating a leasehold estate in real property where the fee owner as the
                                         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 the Seller, its
successors and assigns, the 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. No material change in the terms of the Ground Lease had occurred since the
                                         origination of the Mortgage Loan, except as reflected in any written instruments which
                                         are included in the related Mortgage File;



 


		(b)	The
                                         lessor under such Ground Lease has agreed in a writing included in the related Mortgage
                                         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 Mortgagee;



 


		(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 Mortgagor 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);



 






    	B-14



    	 



    

 


		(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;



 


		(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 (provided that
                                         proper notice is delivered to the extent required in accordance with the Ground Lease),
                                         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 (but with prior notice to)
                                         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 Mortgagee written notice of any default, and provides that no notice of
                                         default or termination is effective against the Mortgagee unless such notice is given
                                         to the Mortgagee;



 


		(h)	The
                                         Mortgagee 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 Mortgagee’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 a prudent commercial mortgage lender;



 


		(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 subpart (k)) 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 Loan Documents)
                                         the Mortgagee 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;



 






    	B-15



    	 



    

 


		(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 the 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



 


		(l)	Provided
                                         that the Mortgagee cures any defaults which are susceptible to being cured, the ground
                                         lessor has agreed to enter into a new lease with the Mortgagee 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 respects, legal and have met customary industry standards for
                                         servicing of commercial loans for conduit loan programs.



 


	(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
                                         (or the related Loan Combination, as applicable) 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 debt service payments
                                         since origination and, as of the Cut-Off Date, 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 (a) or (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 this Exhibit B (including, but not limited to, the prior
                                         sentence). No person other than the holder of such Mortgage Loan may declare any event
                                         of default under the Mortgage Loan or accelerate any indebtedness under the Loan 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, neither
the Mortgaged Property (other than



 






    	B-16



    	 



    

 


		any tenants of such Mortgaged Property),
nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor
in a state or federal bankruptcy, insolvency or similar proceeding.



 


	(39)	Organization
                                         of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies
                                         of the organizational documents of the Mortgagor delivered by the Mortgagor in connection
                                         with the origination of such Mortgage Loan (or related Loan Combination, as applicable),
                                         the Mortgagor 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 Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage
                                         Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under
                                         another Mortgage Loan.



 


	(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 were 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 (i) did not identify the existence of
recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, an “Environmental Condition”)
at the related Mortgaged Property or the need for further investigation, 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 Mortgagor and
is held or controlled by the related Mortgagee; (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, 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 Mortgagor that, based on the
ESA, 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 issue 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) an environmental policy or a lender’s pollution legal
liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition
was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., Standard &
Poor’s Ratings Services and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor was identified as the responsible
party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate
to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate
to address the situation is required to take action. To the Seller’s knowledge, except as set forth in the ESA, there is
no Environmental



 






    	B-17



    	 



    

 


		Condition (as such term is defined in
ASTM E1527-05 or its successor) at the related Mortgaged Property.




 


	(41)	Appraisal.
                                         The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal
                                         date within six (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 a Member of the Appraisal
                                         Institute (“MAI”) and, to the Seller’s knowledge, had no interest,
                                         direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on
                                         the security thereof, and whose compensation is not affected by the approval or disapproval
                                         of the Mortgage Loan. 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. Each appraisal contains a statement, or is accompanied by
                                         a letter from the appraiser, to the effect that the appraisal was performed in accordance
                                         with the requirements of the Financial Institutions Reform, Recovery and Enforcement
                                         Act of 1989, as in effect on the date such Mortgage Loan was originated.



 


	(42)	Mortgage
                                         Loan Schedule. The information pertaining to each Mortgage Loan which is set forth
                                         in the Mortgage Loan Schedule is true and correct in all material respects as of the
                                         Cut-Off Date and contains all information required by the Pooling and Servicing Agreement
                                         to be contained therein.



 


	(43)	Cross-Collateralization.
                                         Except with respect to a Mortgage Loan that is part of a Loan Combination, no Mortgage
                                         Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is
                                         outside the Mortgage Pool, except as set forth on Exhibit B-30-3.



 


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



 


	(45)	Compliance
                                         with Anti-Money Laundering Laws. The 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.



 


For
purposes of these representations and warranties, “Mortgagee” means the mortgagee, grantee or beneficiary under any
Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of
such party.


 






    	B-18



    	 



    

 


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 mean, except where otherwise expressly set forth in these representations
and warranties, 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 in these representations
and warranties.


 






    	B-19



    	 



    

 


Exhibit
B-30-1


 


List of Mortgage Loans with Current Mezzanine Debt


 


		1.	5
                                         Penn Plaza (Loan No. 9)



 






    	B-30-1-1



    	 



    

 


Exhibit
B-30-2


 


List of Mortgage Loans with Permitted Mezzanine Debt


 


		1.	79
                                         Madison Avenue (Loan No. 3)



 


		2.	McCallum
                                         Courts and McCallum Glen (Loan No. 12)



 


		3.	Staybridge
                                         Cleveland Mayfield (Loan No. 19)



 






    	B-30-2-1



    	 



    

 


Exhibit
B-30-3


 


List of Cross-Collateralized and Cross-Defaulted Mortgage Loans


 


None.


 






    	B-30-3-1



    	 



    

 


EXHIBIT
C



EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 


	Representation	 	Mortgage
    Loan	 	Description
    of Exception
	 	 	 	 	 
	(6)
    	Permitted
    Liens; Title Insurance	 	Sheraton
Denver Downtown Fee

(Loan No. 1)

         
	 	The
    sole tenant under the ground lease at the Mortgaged Property has the option to purchase the Mortgaged Property in the event
    of a casualty affecting more than 25% of the Mortgaged Property or the tenant’s determination that a condemnation has
    affected substantially all of the Mortgaged Property. 
	 	 	 	 	 	 
	(6)
    	Permitted
    Liens; Title Insurance	 	Franklin
Center

(Loan No. 24)

         
	 	The
    tenant Children’s Hospital of Michigan has a right of first refusal to purchase the tenant’s building. The right
    does not apply in the event that the related lender takes title to the Mortgaged Property by means of foreclosure or a deed-in-lieu
    of foreclosure, or to the subsequent first sale by the lender thereafter. 
	 	 	 	 	 	 
	(16)
    	Insurance	 	Sheraton
Denver Downtown Fee

(Loan No. 1)

         
	 	The
    restoration threshold is $9,000,000.
	 	 	 	 	 	 
	(16)
    	Insurance	 	79
Madison Avenue

(Loan No. 3)

        
	 	The
    casualty threshold is $4,250,000.
	 	 	 	 	 	 
	(17)
    	Access;
    Utilities; Separate Tax Lots	 	Hilton
Garden Inn – Saint Charles

(Loan No. 25)

         
	 	The
    Mortgaged Property is part of a tax lot that includes real property that is not part of the collateral for the Mortgage Loan.
    The Mortgage Loan Documents require the Mortgagor to reserve for and pay all taxes for any tax lot for which the Mortgaged
    Property is a part and to use commercially reasonable efforts to cause the Mortgaged Property to be assessed as a separate
    tax lot. 
	 	 	 	 	 	 
	(26)
    	Recourse
    Obligations	 	Franklin
Center

(Loan No. 24)

         
	 	Transfers
    of the Mortgaged Property or any indirect or direct equity interest in the Mortgagor except in accordance with the Mortgage
    Loan Documents, in the case of transfers other than the voluntary sale or pledge of a direct interest in the Mortgaged Property,
    only become full recourse to the Mortgagor and related guarantors in the event the Mortgagor fails to correct such violation
    within 30 days notice from the related lender. 


 






    	C-1



    	 



    

 


EXHIBIT
D


 


FORM OF CERTIFICATE


 


Citigroup
Global Markets Realty Corp. (“Seller”) hereby certifies as follows:


 


		1.	All
                                         of the representations and warranties (except as set forth on Exhibit C) of the Seller
                                         under the Mortgage Loan Purchase Agreement, dated as of April 1, 2016 (the “Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc. and Seller, are true and correct
                                         in all material respects on and as of the date hereof (or as of such other date as of
                                         which such representation is made under the terms of Exhibit B to the Agreement) with
                                         the same force and effect as if made on and as of the date hereof (or as of such other
                                         date as of which such representation is made under the terms of Exhibit B to the Agreement).



 


		2.	The
                                         Seller has complied in all material respects with all the covenants and satisfied all
                                         the conditions on its part to be performed or satisfied under the Agreement on or prior
                                         to the date hereof, and no event has occurred which would constitute a default on the
                                         part of the Seller under the Agreement.



 


		3.	Neither
the Prospectus, dated April 13, 2016 (the “Prospectus”), relating to the offering of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC and Class C Certificates, nor the Offering
Circular, dated April 13, 2016 (the “Offering Circular”), relating to the offering of the Class D, Class X-D,
Class E, Class F, Class G, Class H and Class R Certificates, in the case of the Prospectus, as of the date thereof or as of the
date hereof, or the Offering Circular, as of the date thereof or as of the date hereof, included or includes any untrue statement
of a material fact relating to the Seller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan
Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement
(as defined in the Pooling and Servicing Agreement) relating to, any Outside Serviced Loan Combination, and the identity of any
co-originator of any Loan Combination), the related Mortgaged Properties and the related Mortgagors and their respective affiliates
or omitted or omits to state therein a material fact relating to the Seller, the Mortgage Loans, any sub-servicers related to
the Mortgage Loans, any related Loan Combination (including, without limitation, the identity of the servicers for, and the terms
of the Outside Servicing Agreement (as defined in the Pooling and Servicing Agreement) relating to, any Outside Serviced Loan
Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related



 






    	D-1



    	 



    

 


			Mortgagors
and their respective affiliates required to be stated therein or necessary in order to make the statements therein relating to
the Seller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without
limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement (as defined in the Pooling and
Servicing Agreement) relating to, any Outside Serviced Loan Combination, and the identity of any co-originator of any Loan Combination),
the related Mortgaged Properties and the related Mortgagors and their respective affiliates, in the light of the circumstances
under which they were made, not misleading.



 


For
the purposes of the foregoing certifications, with respect to any description contained in the Prospectus and the Offering Circular
of the terms or provisions of or servicing arrangements under any Outside Servicing Agreement, to the extent that such description
refers to any terms or provisions of or servicing arrangements under the Pooling and Servicing Agreement, the Seller has assumed
that the description of such terms or provisions of or servicing arrangements under the Pooling and Servicing Agreement contained
in the Prospectus and the Offering Circular (i) does not include an untrue statement of a material fact and (ii) does not omit
to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 


Capitalized
terms used herein without definition have the meanings given them in the Agreement or, if not defined therein, in the Indemnification
Agreement.


 


[SIGNATURE
APPEARS ON THE FOLLOWING PAGE]


 






    	D-2



    	 



    

 


Certified
this 26th day of April 2016.





	 	 	 	 
	 	CITIGROUP
    GLOBAL MARKETS REALTY CORP.
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:




 






    	D-3



    	 



    




 


EXHIBIT
E


 


OUTSIDE SERVICED MORTGAGE LOAN PROVISIONS


 


	i.	Pursuant
                                         to the related Co-Lender Agreement or Outside Servicing Agreement, payments due to the
                                         Trust in respect of the related Mortgage Loan are required to be remitted on or prior
                                         to the Business Day following the Determination Date;



 


	ii.	Pursuant
                                         to the related Outside Servicing Agreement, customary CREFC® reports related
                                         to the Mortgage Loan and the Mortgaged Properties are required to be delivered to the
                                         Trust in order to permit the Master Servicer, Special Servicer and Certificate Administrator
                                         or Trustee to timely comply with their respective reporting obligations under the Pooling
                                         and Servicing Agreement;



 


	iii.	Pursuant
                                         to the related Outside Servicing Agreement, each party to the Outside Servicing Agreement
                                         is required to deliver (and to cause any party engaged by such party to the Outside Servicing
                                         Agreement to deliver (or to use commercially reasonable efforts to cause such engaged
                                         party to deliver if such engaged party constitutes a “Mortgage Loan Seller Sub-servicer”
                                         or a term substantially similar thereto under the Outside Servicing Agreement)) (x) all
                                         materials required in order for the holder of the Outside Serviced Mortgage Loan to timely
                                         comply with its obligations under the Exchange Act (including any required 10-D, 8-K
                                         and 10-K reporting) and any applicable comment letter from the Securities and Exchange
                                         Commission, and (y) with respect to any Sarbanes-Oxley Certification, the applicable
                                         certification to each Certifying Person;



 


	iv.	Pursuant
                                         to the related Outside Servicing Agreement, customary industry standard indemnification
                                         provisions exist for the failure of the applicable parties to timely deliver (or cause
                                         to be timely delivered) the materials required pursuant to clause (iii) above;



 


	v.	In
                                         connection with (x) any amendment to the Outside Servicing Agreement, a party to such
                                         Outside Servicing Agreement is required to provide a copy of the executed amendment to
                                         one or more parties to the Pooling and Servicing Agreement (which may be by email) in
                                         order for the holder of the Outside Serviced Mortgage Loan to timely comply with its
                                         obligations under the Exchange Act; and (y) the termination, resignation and/or replacement
                                         of any Outside Servicer or Outside Special Servicer, such replacement Outside Servicer
                                         or Outside Special Servicer, as applicable, is required to provide all disclosure about
                                         itself that is required to be included in Form 8-K no later than the date of effectiveness
                                         thereof;



 


	vi.	The
                                         holder of an Outside Serviced Mortgage Loan is an intended third-party beneficiary of
                                         the rights under the Outside Servicing Agreement to the extent such rights affect the
                                         related Outside Serviced Mortgage Loan or the holder thereof;



 


	vii.	The
                                         Outside Servicing Agreement provides that it shall not be amended in any manner that
                                         materially and adversely (or words of similar import) affects the holder of the Outside
                                         Serviced Mortgage Loan without the consent of such party;



 






    	E-1



    	 



    

 


	viii.	Servicer
                                         Termination Events (or any analogous term under the Outside Servicing Agreement) include
                                         customary market termination events with respect to failure to make advances, failure
                                         to remit payments to the holder of the Outside Serviced Mortgage Loan as required, failure
                                         to deliver (or cause to be delivered) materials required in order for the holder of an
                                         Outside Serviced Mortgage Loan to timely comply with its obligations under the Exchange
                                         Act, and Rating Agency triggers with respect to the Certificates, subject to customary
                                         grace periods (provided, in the case of failures related to the Exchange Act, such grace
                                         periods do not materially and adversely affect the Depositor); and



 


	ix.	If
                                         the Outside Serviced Mortgage Loan becomes the subject of an Asset Review, the applicable
                                         parties to the Outside Servicing Agreement are required to reasonably cooperate with
                                         the Asset Representations Reviewer or other applicable party to the Pooling and Servicing
                                         Agreement in connection with such Asset Review (or a substantially similar provision),
                                         including with respect to providing access to related underlying documents to the extent
                                         the Asset Representations Reviewer or such other applicable party to the Pooling and
                                         Servicing Agreement has not obtained such documents from the Seller and such documents
                                         are in the possession of the applicable party to the Outside Servicing Agreement.



 






    	E-2



    	 



    

 


Exhibit
F


 


form
of DILIGENCE FILE CERTIFICATION

(CGCMT 2016-GC37)


 


Reference
is hereby made to that certain Pooling and Servicing Agreement, dated as of April 1, 2016 (the “Pooling and Servicing
Agreement”), relating to the issuance of the Citigroup Commercial Mortgage Trust 2016-GC37, Commercial Mortgage Pass-Through
Certificates, Series 2016-GC37 (the “Series 2016-GC37 Certificates”) and that certain Mortgage Loan Purchase
Agreement, dated as of April 1, 2016 (the “Mortgage Loan Purchase Agreement”), between the undersigned (the
“Seller”) and Citigroup Commercial Mortgage Securities Inc. (the “Depositor”), pursuant
to which the Seller sold certain Mortgage Loans to the Depositor in connection with the issuance of the Series 2016-GC37 Certificates.
In accordance with Section 5(h) of the Mortgage Loan Purchase Agreement, the Seller hereby certifies to the Depositor (with a
copy to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Custodian, the Controlling
Class Representative, the Asset Representations Reviewer, and the Operating Advisor), as follows:


 


		1.	The
                                         Seller has delivered an electronic copy of the Diligence File (as defined in the Pooling
                                         and Servicing Agreement) with respect to each Mortgage Loan to the Depositor by uploading
                                         such Diligence File to the Designated Site (as defined in the Pooling and Servicing Agreement);
                                         and



 


		2.	Each
                                         Diligence File uploaded to the Designated Site contains all documents required under
                                         the definition of “Diligence File” and each such Diligence File is organized
                                         and categorized in accordance with the electronic file structure reasonably requested
                                         by the Depositor.



 


Capitalized
terms used herein without definition have the meanings given them in the Mortgage Loan Purchase Agreement.


 


IN
WITNESS WHEREOF, the undersigned has caused this diligence file certification to be executed by its duly authorized officer or
representative, the ___ day of [______], 2016.





	 	 	 	 
	 	[INSERT
    SELLER NAME]
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:




 






    	F-1