Exhibit 10.6


 


EXECUTION VERSION





	 



 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,



PURCHASER


 


and


 


RAIT FUNDING, LLC,


 


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 RAIT Funding, LLC, a Delaware limited liability company, 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 limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware 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


 



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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


 



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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 Delaware to the effect that the Seller is duly organized, existing
and in good standing in the State of Delaware;


 


(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)          An officer of the Seller
(i) prior to the delivery of the Preliminary Prospectus to investors, shall have delivered to the Depositor for the benefit of
the Chief Executive Officer of the Depositor a sub-certification (the “Preliminary Mortgage Loan Seller Sub-Certification”)
to the certification provided by the Chief Executive Officer of the Depositor to the Commission pursuant to Regulation AB; and
(ii) prior to the delivery of the Prospectus to investors, shall have delivered to the Depositor for the benefit of the Chief Executive
Officer of the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification
provided by the Chief Executive Officer of the Depositor to the Commission pursuant to Regulation AB.


 


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


 



    	-22-



    	 



    




 


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; 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


 



    	-23-



    	 



    




 


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 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 RAIT Funding, LLC, to the attention of Jamie Reyle, fax
number (215) 405-2945, email at jreyle@rait.com and Scott Davidson, fax number (215) 405-2945, email at sdavidson@rait.com and
confirmed to it at RAIT Funding, LLC and RAIT Financial Trust, Two Logan Square, 100 North 18th Street, 23rd Floor, Philadelphia,
Pennsylvania 19103, Attention: Jamie Reyle, Senior Managing Director – Chief Legal Officer, with a copy to RAIT Funding,
LLC and RAIT Financial Trust, Two Logan Square, 100 North 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103, Attention:
Scott Davidson, 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.


 






    	-24-



    	 



    

 


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.


 


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
	 	 	 
	 	RAIT FUNDING, LLC
	 	 	 
	 	By:	Taberna Realty Finance Trust, its
sole member
	 	 	 
	 	By: 	/s/ Scott F. Schaeffer     
	 	 	Name: Scott F. Schaeffer
	 	 	Title: Chief Executive Officer



 


CGCMT
2016-GC37 – RAIT Mortgage Loan Purchase Agreement


 



    	 



    	 



    




 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 






    	A-1



    	 



    

 




CGCMT 2016-GC37 Mortgage Loan Schedule - RAIT


 




		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	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
	21	 	 	 	 	 	Triangle
    Shopping Center	 	2935
    Pat Booker Road	 	Universal
    City	 	Texas	 	78148	 	10,377,003.79	 	4.95000%	 	56	 	12/1/2020
	31	 	 	 	 	 	Whitney
    Gray Building	 	401
    Southwest 12th Avenue	 	Portland
    	 	Oregon	 	97205	 	6,300,000.00	 	4.69500%	 	115	 	11/1/2025
	33	 	 	 	 	 	Cottonwood
    Square Shopping Center	 	7960
    Niwot Road	 	Niwot	 	Colorado	 	80503	 	4,700,000.00	 	5.11000%	 	117	 	1/1/2026


 






    	 



    	 



    

 


CGCMT
    2016-GC37 Mortgage Loan Schedule - RAIT


 


		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Remaining	 	 	 	 	 	 	 	Crossed
    With	 	 	 	 	 	 
	Control	 	 	 	Loan	 	 	 	Amortization
    Term	 	Servicing	 	Subservicing	 	Mortgage
    	 	Other
    Loans	 	ARD	 	Final	 	ARD
	Number	 	Footnotes	 	Number	 	Property
    Name	 	(Mos.)	 	Fee
    Rate (%)	 	Fee
    Rate (%)	 	Loan
    Seller	 	(Crossed
    Group)	 	(Yes/No)	 	Maturity
    Date	 	Revised
    Rate
	21	 	 	 	 	 	Triangle
    Shopping Center	 	356	 	0.00500%	 	0.000%	 	RAIT
    Funding, LLC	 	NAP	 	No	 	12/1/2020	 	 
	31	 	 	 	 	 	Whitney
    Gray Building	 	0	 	0.00500%	 	0.000%	 	RAIT
    Funding, LLC	 	NAP	 	No	 	11/1/2025	 	 
	33	 	 	 	 	 	Cottonwood
    Square Shopping Center	 	360	 	0.00250%	 	0.080%	 	RAIT
    Funding, LLC	 	NAP	 	No	 	1/1/2026	 	 


 


 






    	 



    	 



    

 


CGCMT
    2016-GC37 Mortgage Loan Schedule - RAIT


 


		 	 	 	 	 	 	 	 	 	 	 	 	Serviced
    Companion Loan	 	 	 	Serviced
    Companion Loan	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Remaining	 	Serviced
    Companion Loan	 	Remaining	 	Serviced
    Companion Loan
	Control	 	 	 	Loan	 	 	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan	 	Term
    To	 	Maturity	 	Amortization
    Term	 	Servicing
	Number	 	Footnotes	 	Number	 	Property
    Name	 	Flag	 	Cut-off
    Balance	 	Interest
    Rate	 	Maturity	 	Date	 	(Mos.)	 	Fees
	21	 	 	 	 	 	Triangle
    Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	 	 	Whitney
    Gray Building	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	 	 	Cottonwood
    Square Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 






    	 



        	 





    

 


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


 






    	B-1



    	 



    

 


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


 


None.


 



    	B-30-1-1



    	 



    





 


Exhibit B-30-2



List of Mortgage Loans with Permitted Mezzanine Debt



 


None.


 






    	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
	 	 	 
	(24) Local Law Compliance	Triangle Shopping Center (Loan No. 21)	The Mortgaged Property is legal non-conforming as to use due to (i) three tenants that each operate as a medical office, (ii) one tenant that operates as a financial advisor, and (iii) one tenant that operates as a religious chapel. The legal non-conforming uses may be maintained after a casualty so long as the necessary building permits are acquired within 2 years from the date of the casualty. The Mortgagor is obligated under the related Mortgage Loan documents to obtain the necessary building permits within 2 years from the date of any casualty to preserve such legal non-conformities, and the Lender is permitted to seek recourse against the Mortgagor and the related guarantors for any losses suffered as a result of Mortgagor’s failure to comply with such obligation.



 






    	C-1



    	 



    

 


EXHIBIT D



FORM OF CERTIFICATE


 


RAIT Funding, LLC (“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.


  


	 	RAIT FUNDING, LLC
	 	 	 
	 	By:	Taberna Realty Finance Trust, its
sole member
	 	 	 
	 	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;



 






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		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.



 






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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: 


 



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