Exhibit 10.5


 


EXECUTION VERSION


 


 


CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,



PURCHASER


 


and


 


KGS-ALPHA REAL ESTATE CAPITAL MARKETS,
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 KGS-Alpha Real Estate Capital Markets, 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.


 






    	-2-



    	 



    

 


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,


 






    	-3-



    	 



    

 


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. 


 






    	-4-



    	 



    

 


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


 






    	-5-



    	 



    

 


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


 






    	-6-



    	 



    

 


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


 






    	-7-



    	 



    

 


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


 






    	-8-



    	 



    

 


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


 






    	-12-



    	 



    

 


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


 






    	-13-



    	 



    

 


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


 


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


 


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


 


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


 






    	-14-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	-15-



    	 



    

 


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


 


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


 


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


 


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


 






    	-16-



    	 



    

 


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


 


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


 


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


 






    	-17-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	-18-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 






    	-19-



    	 



    

 


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


 


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


 


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


 


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


 


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


 






    	-20-



    	 



    

 


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


 


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


 


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


 


(ii)                
a certificate as of a recent date of the Secretary of State of the State of 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 KGS-Alpha Real Estate Capital Markets,
LLC, 601 Lexington Avenue, 44th Floor, New York, New York 10022, Attention: Anthony Merolla and Frederic Krieger, and with a copy
to KGS Holdings, L.P., 601 Lexington Avenue, 44th Floor, New York, New York 10022, Attention: Anthony Merolla and Frederic Krieger,
and (iii) in the case of any of the preceding parties, such other address as may hereafter be furnished to the other party
in writing by such parties.


 


SECTION 18   
Amendment. This Agreement may be amended only by a written instrument which specifically
refers to this Agreement and is executed by the Purchaser and the Seller. This Agreement shall not be deemed to be amended orally
or by virtue of any continuing


 






    	-24-



    	 



    

 


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





	 	 	 
	 	KGS-ALPHA REAL ESTATE CAPITAL MARKETS, LLC
	 	 	 
	 	By:	/s/ Levent Kahraman
	 	 	Name: Levent Kahraman
	 	 	Title: Chief Executive Officer







 


CGCMT
2016-GC37 – KGS Mortgage Loan Purchase Agreement


  






    	 



    	 



    

  


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 






    	A-1



    	 



    




 




 


CGCMT 2016-GC37 Mortgage Loan Schedule - KGS


		 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	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.)
	13	 	 	 	1	 	Arbors
    at Turnberry	 	3655 Rosslare
    Harbour Drive	 	Pickerington	 	Ohio	 	43147	 	18,700,000.00	 	5.66000%	 	113
	17	 	 	 	2	 	Estates
    at Westernaire 	 	3975 North
    Nellis Boulevard	 	Las
    Vegas	 	Nevada	 	89115	 	12,500,000.00	 	4.83000%	 	116
	26	 	 	 	3	 	Northwood
    Oaks	 	2519 North
    McMullen Booth Road	 	Clearwater
    	 	Florida	 	33761	 	8,175,000.00	 	4.61000%	 	115
	35	 	 	 	6	 	Ohio
    Retail Portfolio	 	 	 	 	 	 	 	 	 	4,274,082.41	 	4.60000%	 	115
	35.01	 	 	 	 	 	Mattress
    Firm	 	26400 Lorain
    Road	 	North
    Olmsted	 	Ohio	 	44070	 	 	 	 	 	 
	35.02	 	 	 	 	 	Olive Garden	 	26000 Harvard
    Road	 	Warrensville
    Heights	 	Ohio	 	44122	 	 	 	 	 	 
	35.03	 	 	 	 	 	Advanced
    Auto Parts	 	945 Coshocton
    Avenue	 	Mount
    Vernon	 	Ohio	 	43050	 	 	 	 	 	 
	36	 	 	 	4	 	Providence
    Plaza	 	1229 and
    1235 Providence Boulevard	 	Deltona	 	Florida	 	32725	 	4,125,000.00	 	4.61000%	 	115
	39	 	 	 	5	 	Lemoore
    Plaza	 	155 and
    161 West Hanford Armona Road	 	Lemoore	 	California	 	93245	 	3,968,136.39	 	5.08000%	 	113
	40	 	 	 	7	 	Walgreens
    Sarasota	 	3550 Fruitville
    Road	 	Sarasota	 	Florida	 	34237	 	3,648,517.12	 	4.49000%	 	115
	44	 	 	 	9	 	Sherwin
    Williams Portfolio	 	 	 	 	 	 	 	 	 	2,257,039.28	 	4.34000%	 	115
	44.01	 	 	 	 	 	Sherwin
    Williams-Clinton Township	 	22070 Hall
    Road	 	Clinton
    Township	 	Michigan	 	48038	 	 	 	 	 	 
	44.02	 	 	 	 	 	Sherwin
    Williams-New Hudson	 	30600 Lyon
    Center Drive East	 	New
    Hudson	 	Michigan	 	48165	 	 	 	 	 	 
	45	 	 	 	14	 	Parkside
    Apartments	 	23740 Fenkell
    Street 	 	Detroit	 	Michigan	 	48223	 	2,242,354.93	 	5.12000%	 	117
	46	 	 	 	16	 	Midway
    Self Storage	 	105 Mauldin
    Drive	 	Alpharetta	 	Georgia	 	30004	 	2,142,606.32	 	5.06000%	 	117
	47	 	 	 	12	 	Maplewood
    MHC	 	3271 East
    Waterloo Road	 	Akron	 	Ohio	 	44312	 	2,140,000.00	 	4.88000%	 	114
	48	 	 	 	17	 	Acworth
    Self Storage	 	5405 Glade
    Road Southeast	 	Acworth	 	Georgia	 	30102	 	2,092,778.24	 	5.06000%	 	117
	49	 	 	 	15	 	Glen Cove
    Apartments	 	23871 Fullerton
    Street	 	Detroit	 	Michigan	 	48223	 	1,990,924.64	 	5.02000%	 	116
	50	 	 	 	8	 	27810 Chagrin
    Boulevard	 	27810 Chagrin
    Boulevard	 	Woodmere	 	Ohio	 	44122	 	1,987,483.08	 	4.60000%	 	115
	51	 	 	 	10	 	Elkhart
    MHC	 	29200 County
    Road 20	 	Elkhart	 	Indiana	 	46517	 	1,314,408.75	 	4.87000%	 	113
	52	 	 	 	13	 	Jefferson
    MHC	 	101 East
    Monroe Circle 	 	Jefferson
    	 	Ohio	 	44047	 	1,275,000.00	 	4.95000%	 	115
	53	 	 	 	11	 	Suncoast
    MHC	 	130 South
    Suncoast Boulevard	 	Crystal
    River	 	Florida	 	34429	 	1,050,000.00	 	4.87000%	 	113
	54	 	 	 	18	 	Buford
    Self Storage	 	1600 French
    Boulevard	 	Buford	 	Georgia	 	30518	 	847,076.92	 	5.06000%	 	117


 






    	 



    	 



    

 CGCMT 2016-GC37 Mortgage Loan Schedule - KGS


 


		 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Remaining	 	 	 	 	 	 	 	Crossed
    With	 	 	 	 	 	 
	Control	 	 	 	Loan	 	 	 	 	 	Amortization
    Term	 	Servicing	 	Subservicing	 	Mortgage
    	 	Other
    Loans	 	ARD	 	Final	 	ARD
	Number	 	Footnotes	 	Number	 	Property
    Name	 	Maturity
    Date	 	(Mos.)	 	Fee
    Rate (%)	 	Fee
    Rate (%)	 	Loan
    Seller	 	(Crossed
    Group)	 	(Yes/No)	 	Maturity
    Date	 	Revised
    Rate
	13	 	 	 	1	 	Arbors
    at Turnberry	 	9/6/2025	 	360	 	0.00250%	 	0.0075%	 	KGS	 	NAP	 	No	 	9/6/2025	 	 
	17	 	 	 	2	 	Estates
    at Westernaire 	 	12/6/2025	 	360	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	12/6/2025	 	 
	26	 	 	 	3	 	Northwood
    Oaks	 	11/6/2025	 	360	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	11/6/2025	 	 
	35	 	 	 	6	 	Ohio
    Retail Portfolio	 	11/6/2025	 	355	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	11/6/2025	 	 
	35.01	 	 	 	 	 	Mattress
    Firm	 	 	 	 	 	 	 	 	 	KGS	 	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	Olive Garden	 	 	 	 	 	 	 	 	 	KGS	 	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	Advanced
    Auto Parts	 	 	 	 	 	 	 	 	 	KGS	 	 	 	 	 	 	 	 
	36	 	 	 	4	 	Providence
    Plaza	 	11/6/2025	 	360	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	11/6/2025	 	 
	39	 	 	 	5	 	Lemoore
    Plaza	 	9/6/2025	 	353	 	0.00500%	 	0.0400%	 	KGS	 	NAP	 	No	 	9/6/2025	 	 
	40	 	 	 	7	 	Walgreens
    Sarasota	 	11/6/2025	 	355	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	11/6/2025	 	 
	44	 	 	 	9	 	Sherwin
    Williams Portfolio	 	11/6/2025	 	355	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	11/6/2025	 	 
	44.01	 	 	 	 	 	Sherwin
    Williams-Clinton Township	 	 	 	 	 	 	 	 	 	KGS	 	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	Sherwin
    Williams-New Hudson	 	 	 	 	 	 	 	 	 	KGS	 	 	 	 	 	 	 	 
	45	 	 	 	14	 	Parkside
    Apartments	 	1/6/2026	 	357	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	1/6/2026	 	 
	46	 	 	 	16	 	Midway
    Self Storage	 	1/6/2026	 	357	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	1/6/2026	 	 
	47	 	 	 	12	 	Maplewood
    MHC	 	10/6/2025	 	360	 	0.00250%	 	0.0650%	 	KGS	 	NAP	 	No	 	10/6/2025	 	 
	48	 	 	 	17	 	Acworth
    Self Storage	 	1/6/2026	 	357	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	1/6/2026	 	 
	49	 	 	 	15	 	Glen Cove
    Apartments	 	12/6/2025	 	356	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	12/6/2025	 	 
	50	 	 	 	8	 	27810 Chagrin
    Boulevard	 	11/6/2025	 	355	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	11/6/2025	 	 
	51	 	 	 	10	 	Elkhart
    MHC	 	9/6/2025	 	293	 	0.00250%	 	0.0650%	 	KGS	 	NAP	 	No	 	9/6/2025	 	 
	52	 	 	 	13	 	Jefferson
    MHC	 	11/6/2025	 	360	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	11/6/2025	 	 
	53	 	 	 	11	 	Suncoast
    MHC	 	9/6/2025	 	360	 	0.00250%	 	0.0650%	 	KGS	 	NAP	 	No	 	9/6/2025	 	 
	54	 	 	 	18	 	Buford
    Self Storage	 	1/6/2026	 	357	 	0.00500%	 	0.0000%	 	KGS	 	NAP	 	No	 	1/6/2026	 	 


 






    	 



    	 



    

 


CGCMT 2016-GC37 Mortgage Loan Schedule - KGS


 


		 	 	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
	13	 	 	 	1	 	Arbors
    at Turnberry	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	 	 	2	 	Estates
    at Westernaire 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	3	 	Northwood
    Oaks	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	 	 	6	 	Ohio
    Retail Portfolio	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.01	 	 	 	 	 	Mattress
    Firm	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.02	 	 	 	 	 	Olive Garden	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.03	 	 	 	 	 	Advanced
    Auto Parts	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	4	 	Providence
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	 	 	5	 	Lemoore
    Plaza	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	 	 	7	 	Walgreens
    Sarasota	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	 	 	9	 	Sherwin
    Williams Portfolio	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.01	 	 	 	 	 	Sherwin
    Williams-Clinton Township	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	 	 	Sherwin
    Williams-New Hudson	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	14	 	Parkside
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	 	 	16	 	Midway
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	 	 	 	12	 	Maplewood
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48	 	 	 	17	 	Acworth
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49	 	 	 	15	 	Glen Cove
    Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	8	 	27810 Chagrin
    Boulevard	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51	 	 	 	10	 	Elkhart
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52	 	 	 	13	 	Jefferson
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53	 	 	 	11	 	Suncoast
    MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54	 	 	 	18	 	Buford
    Self Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	 



        	 




    

 


  


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.



 






    	B-2



    	 



    

 


		(6)	Permitted Liens; Title Insurance. Each Mortgaged Property
securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan
title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma
policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the
title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect
to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title
Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures
for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is
subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments 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
	 	 	 	 	 
	(6)   Permitted Liens; Title Insurance	 	
        Walgreens Sarasota 

        (Loan No. 40)

         
	 	The sole tenant holds a right of first refusal to purchase the Mortgaged Property (or a portion thereof) in the event the Mortgagor receives a bona fide offer to purchase the Mortgaged Property (or a portion thereof).  The sole tenant has agreed that such right of right refusal will not apply to a foreclosure, deed-in-lieu of foreclosure or other enforcement action under the Mortgage but will apply to subsequent purchases of the Mortgaged Property.  
	 	 	 	 	 
	(16) Insurance	 	
        Walgreens Sarasota 

        (Loan No. 40)

         
	 	The Mortgagor is not required to carry insurance if, among other things, (i) the sole tenant (Walgreens) maintains through a program of self-insurance or otherwise the insurance required to be maintained under its lease, (ii) the tenant and/or guarantor under such lease maintains a credit rating from S&P of at least “BBB”, (iii) such lease remains in full force and effect following a casualty and requires the tenant to rebuild and/or repair the Mortgaged Property at its sole cost and expense with no entitlement to rent abatement and (iv) no default beyond any applicable notice and cure period has occurred and is continuing under such lease.  
	 	 	 	 	 
	(16) Insurance	 	
        Suncoast MHC 

        (Loan No. 53)

        
	 	The Mortgagor is permitted to obtain insurance from First Community Insurance Company (rated “B+ VII” with A.M. Best) for as long as its rating is not withdrawn or downgraded.
	 	 	 	 	 
	(17) Access; Utilities; Separate Tax Lots	 	Parkside Apartments (Loan No. 45)	 	The Mortgaged Property is located on a tax parcel that includes property that is not part of the Mortgaged Property and is assessed together with the Mortgaged Property.  The Mortgage Loan documents require the Mortgagor to apply for the creation of separate tax lots and, until such time as separate tax lots are created, to pay taxes for the existing tax parcel.
	 	 	 	 	 
	(24) Local Law Compliance	 	
        Lemoore Plaza 

        (Loan No. 39)

         
	 	The use of a portion of the Mortgaged Property as a cash checking store is legal nonconforming and requires a conditional use permit.  The related zoning ordinance provides that a nonconforming use (i) may not be resumed if the related structure is damaged, destroyed or razed (whether voluntarily or as required by law) to the extent of at least 75% (to be determined based on the ratio of the estimated cost of restoration to the condition prior to damage to the estimated cost of duplicating the entire structure) and (ii) may be resumed if less than 75% of the structure is damaged or destroyed and restoration commences within one year and is diligently pursued to completion.  The related zoning ordinance also prohibits a nonconforming use from being re-established after it has been abandoned or discontinued for a continuous period of 12 months.  



 






    	C-1



    	 



    

 


	 	 	 	 	 
	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 
	(24) Local Law Compliance	 	
        Maplewood MHC 

        (Loan No. 47)

         
	 	The Mortgaged Property’s use as a mobile home community is legal nonconforming.  The related zoning ordinance provides that if such use is damaged to an extent of (i) no greater than 60% of the related principal structure’s value, such use and structure may be re-established to the same size and intensity of use as was previously existing immediately prior to the related damage or destruction, but such re-establishment requires the issuance of a zoning certificate, or (ii) greater than 60% of the related principal structure’s value, such use and structure may be reestablished only with approval by the related board of zoning appeals.  The Mortgage Loan documents provide for full recourse to the Mortgagor and the guarantor in the event the Mortgaged Property is no longer permitted to be operated as a mobile home community, unless the Mortgagor submits to the Mortgagee a letter from the related zoning authority that provides that (a) the Mortgagor is permitted to continue operating a mobile home community regardless of the Mortgaged Property’s existing zoning designation and (b) such zoning authority will not require the Mortgagor to re-apply for a special use permit to continue the Mortgaged Property’s use as mobile home community in the event of damage by a casualty.
	 	 	 	 	 
	(24) Local Law Compliance	 	Glen Cove Apartments (Loan No. 49)	 	The Mortgaged Property’s use as a multifamily dwelling is legal nonconforming.  The related zoning ordinance provides that if a structure containing a nonconforming use is damaged or destroyed by more than 60% of the structure’s assessed valuation at the time of damage, the structure’s use must thereafter comply with existing zoning requirements.  In addition, the zoning ordinance prohibits a nonconforming use from being resumed after it has been abandoned.  The Mortgage Loan documents provide for recourse to the Mortgagor and the guarantor for losses arising from the Mortgagor’s failure to continuously maintain and preserve the Mortgaged Property’s use as a residential apartment complex and ancillary uses.
	 	 	 	 	 
	(24) Local Law Compliance	 	
        Elkhart MHC 

        (Loan No. 51)

         
	 	The Mortgaged Property’s use as a mobile home community is legal nonconforming and requires a special use permit.  The related zoning ordinance provides that (i) if a legal nonconforming use is discontinued or abandoned for 12 consecutive months, use of the related land and structure must thereafter conform to existing zoning regulations and (ii) removal or destruction of 66% or more of the gross floor area of the structure and land to which a legal nonconforming use status applies will eliminate such legal nonconforming use status unless the structure is reconstructed within 12 months of the related casualty with no greater cubic content than before the casualty and no greater square footage than that of the original building footprint.  
	 	 	 	 	 
	(24) Local Law Compliance	 	
        Buford Self Storage 

        (Loan No. 54)
	 	The Mortgaged Property’s use as a self-storage facility is legal nonconforming and requires a special use permit.  The related zoning ordinance provides that a legal nonconforming use may not be re-established after discontinuance for 12 months.



 






    	C-2



    	 



    

 


	 	 	 	 	 
	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 
	(25) Licenses and Permits	 	
        Lemoore Plaza 

        (Loan No. 39)

         
	 	The use of a portion of the Mortgaged Property as a cash checking store is legal nonconforming and requires a conditional use permit.  The related zoning ordinance provides that a nonconforming use (i) may not be resumed if the related structure is damaged, destroyed or razed (whether voluntarily or as required by law) to the extent of at least 75% (to be determined based on the ratio of the estimated cost of restoration to the condition prior to damage to the estimated cost of duplicating the entire structure) and (ii) may be resumed if less than 75% of the structure is damaged or destroyed and restoration commences within one year and is diligently pursued to completion.  The related zoning ordinance also prohibits a nonconforming use from being re-established after it has been abandoned or discontinued for a continuous period of 12 months.  
	 	 	 	 	 
	(25) Licenses and Permits	 	
        Elkhart MHC 

        (Loan No. 51)

         
	 	The Mortgaged Property’s use as a mobile home community is legal nonconforming and requires a special use permit.  The related zoning ordinance provides that (i) if a legal nonconforming use is discontinued or abandoned for 12 consecutive months, use of the related land and structure must thereafter conform to existing zoning regulations and (ii) removal or destruction of 66% or more of the gross floor area of the structure and land to which a legal nonconforming use status applies will eliminate such legal nonconforming use status unless the structure is reconstructed within 12 months of the related casualty with no greater cubic content than before the casualty and no greater square footage than that of the original building footprint.  
	 	 	 	 	 
	(25) Licenses and Permits	 	
        Buford Self Storage 

        (Loan No. 54)

         
	 	The Mortgaged Property’s use as a self-storage facility is legal nonconforming and requires a special use permit.  The related zoning ordinance provides that a legal nonconforming use may not be re-established after discontinuance for 12 months.  
	 	 	 	 	 
	(39) Organization of Mortgagor	 	
        Northwood Oaks 

        (Loan No. 26) 

         

        Providence Plaza 

        (Loan No. 36) 
	 	The Mortgagors are affiliated with each other. 
	 	 	 	 	 
	(39) Organization of Mortgagor	 	
        Ohio Retail Portfolio 

        (Loan No. 35) 

         

        Walgreens Sarasota 

        (Loan No. 40) 

         

        Sherwin Williams Portfolio (Loan No. 44) 

         

        27810 Chagrin Boulevard 

        (Loan No. 50) 
	 	The Mortgagors are affiliated with each other. 



 






    	C-3



    	 



    

 


	 	 	 	 	 
	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 
	(39) Organization of Mortgagor	 	
        Parkside Apartments 

        (Loan No. 45) 

         

        Glen Cove Apartments (Loan No. 49) 
	 	The Mortgagors are affiliated with each other. 
	 	 	 	 	 
	(39) Organization of Mortgagor	 	
        Midway Self Storage 

        (Loan No. 46) 

         

        Acworth Self Storage 

        (Loan No. 48) 

         

        Buford Self Storage 

        (Loan No. 54)

        
	 	The Mortgagors are affiliated with each other. 
	 	 	 	 	 
	(39) Organization of Mortgagor	 	
        Maplewood MHC 

        (Loan No. 47) 

         

        Elkhart MHC 

        (Loan No. 51)

         

        Suncoast MHC 

        (Loan No. 53) 
	 	The Mortgagors are affiliated with each other. 
	 	 	 	 	 
	(40) Environmental Conditions	 	
        Northwood Oaks 

        (Loan No. 26)

         
	 	The ESA reported that a 1997 subsurface investigation identified volatile organic compounds in soil samples in connection with prior on-site dry cleaning operations of a tenant that has since transitioned from on-site dry cleaning activities to operating a drop-off location.  The related site was approved for the Florida Department of Environmental Protection’s (the “FDEP”) Drycleaning Solvent Cleanup Program (“DSCP”) in May 1997 and is reportedly awaiting assignment by the FDEP for investigation and possible remediation, which will require payment of a $1,000 deductible by the responsible party (which the FDEP has identified as the dry cleaning tenant) with the remainder of any clean-up costs to be the FDEP’s responsibility.  The environmental consultant noted that a potential vapor encroachment condition may exist for on-site occupants, but recommended no further investigation based on the extent of the soil contamination, the reduction of contaminant concentrations over the last 18 years, the presence of a poured concrete floor immediately above the impacted soil, use of HVAC and the limited occupancy of the related space.  The Mortgage Loan documents provide for recourse to the Mortgagor and the guarantor (i) for losses arising from the Mortgagor’s failure to pay any applicable annual registration fees, deductibles or other fees, costs or expenses required by the FDEP or required to remain eligible for the FDEP’s DSCP and (ii) in the full amount of the Mortgage Loan if the Mortgagor fails to cooperate with the FDEP or to comply with any requirements of the FDEP’s DSCP with respect to such Environmental Condition, but only to the extent such non-cooperation or noncompliance results in the Mortgagor’s being removed from the FDEP’s DSCP.



 






    	C-4



    	 



    

 


	 	 	 	 	 
	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 
	(40) Environmental Conditions	 	
        Providence Plaza 

        (Loan No. 36)

         
	 	The ESA noted the presence of groundwater contamination at levels exceeding the FDEP’s groundwater cleanup target levels, which constitutes an Environmental Concern.  The ESA reported that dry cleaning solvent concentrations were identified in soil and groundwater at concentrations above the FDEP’s cleanup target levels during cleanup assessment and remediation activities conducted between 1999 and 2001 under the FDEP’s regulatory oversight after a dry cleaning tenant had reported a release of chlorinated solvents in 1997.   Remediation activities were conducted in 2005 and 2006, and confirmatory soil sampling indicated that soil cleanup objectives had been achieved.  As such, the environmental consultant reported that soil contamination and/or soil vapor intrusion concerns appear to have been addressed and are not expected to represent a significant environmental concern.  However, to address groundwater contamination, remediation activities were implemented in March 2008, and a July 2014 post-active remediation monitoring report indicated the presence of groundwater contamination at levels exceeding the FDEP’s groundwater cleanup target levels.  According to the environmental consultant, the dry cleaning site is considered part of the Dry Cleaning State Funded Program with the FDEP and that, as such, the state has accepted responsibility and all associated costs for cleanup.  The environmental consultant noted that post-action remedial monitoring is expected to continue for approximately 3 to 5 years until groundwater contamination is below groundwater cleanup target levels and a no further action status can be issued.  The environmental consultant concluded that no further investigation appears to be warranted other than as part of the post-active remediation monitoring.  The Mortgage Loan documents provide for full recourse to the Mortgagor and the guarantor if the Mortgagor fails to perform any post-active remediation monitoring which may be required by the FDEP or fails to pay any applicable annual registration fees, deductible or other fees, costs or expenses required by the FDEP or required to remain eligible with the FDEP’s drycleaning solvent cleanup program.



 



    	C-5



    	 



    

 


EXHIBIT D



FORM OF CERTIFICATE


 


KGS-Alpha Real Estate
Capital Markets, 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



 






    	D-1



    	 



    

 


Combination),
the related Mortgaged Properties and the related 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. 





	 	 	 
	 	KGS-ALPHA REAL ESTATE CAPITAL MARKETS, LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	D-3



    	 



    




 


EXHIBIT E


 


OUTSIDE
SERVICED MORTGAGE LOAN PROVISIONS 


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






    	E-1



    	 



    

 


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



 


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



 




    	E-2



    	 



    

 


Exhibit
F


 


form
of DILIGENCE FILE CERTIFICATION  


(CGCMT
2016-GC37)




 


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


 


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



 


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



 


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


 


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





	 	 	 
	 	[INSERT SELLER NAME]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 






    	F-1