GS MORTGAGE SECURITIES CORPORATION II,


PURCHASER


and


CITIGROUP GLOBAL MARKETS REALTY CORP.,


SELLER


MORTGAGE LOAN PURCHASE AGREEMENT


Dated as of February 1, 2012


Series 2012-GC6





 



 





    	 



    	 



    

This Mortgage Loan
Purchase Agreement (“Agreement”), dated as of February 1, 2012, is between GS Mortgage Securities Corporation
II, a Delaware corporation, as purchaser (the “Purchaser”), and Citigroup Global Markets Realty Corp., a New
York corporation, as seller (the “Seller”).


Capitalized terms
used in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement, dated
as of February 1, 2012 (the “Pooling and Servicing Agreement”), among the Purchaser, as depositor, KeyCorp
Real Estate Capital Markets, Inc., as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset
Management LLC, as special servicer (the “Special Servicer”), TriMont Real Estate Advisors, Inc., as operating
advisor, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to which the Purchaser
will sell the Mortgage Loans (as defined herein) to a trust fund and certificates representing ownership interests in the Mortgage
Loans will be issued by the trust fund (the “Trust Fund”). 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 (except as otherwise specifically set forth herein), all of its right, title and interest in
and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”) including
all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date (and, in any event, excluding
payments of principal and interest first due on the Mortgage Loans on or before the Cut-Off Date). 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 will be vested in the Purchaser and immediately thereafter the Trustee, and the ownership
of records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Seller shall immediately
vest in the Purchaser and immediately thereafter the Trustee. The Purchaser will sell the Class A-1, Class A-2, Class A-3
and Class A-AB Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”)
specified in the Underwriting Agreement, dated as of January 24, 2012 (the “Underwriting Agreement”), between
the Purchaser and the Underwriters, and the Purchaser will sell the Class X-A, Class X-B, Class A-S, Class B,
Class C, Class D, Class E, Class F, Class G and Class R 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 January 24, 2012 (the “Certificate Purchase Agreement”),
between the Purchaser and Initial Purchasers.


The sale and conveyance
of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price
for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s
direction $558,202,831.42, plus accrued interest on the Mortgage Loans from and including February 1, 2012 to but excluding
the Closing Date (but subject to certain post-



    	 



    	 



    

settlement adjustment for expenses incurred
by the Underwriters and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible).


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


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 and the related 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 for the benefit
of the Trustee as the owner of such Mortgage Loan and shall be transferred promptly to the Trustee. 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.


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 contemplated herein, to deliver or cause to be delivered
to the Custodian (on behalf of the Trustee) 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 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 communications, credit
underwriting, due diligence analyses or data or internal worksheets, memoranda, communications or evaluations.



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(b) The Seller shall
deliver to the Master Servicer within ten (10) Business Days after the Closing Date a copy of the Mortgage File and documents
and records not otherwise required to be contained in the Mortgage File that (i) relate to the origination and/or servicing and
administration of the Mortgage Loans, (ii) 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 for evidencing or enforcing any of the rights of the holder of the Mortgage Loans or holders
of interests therein and (iii) are in the possession or under the control of the Seller, together with (x) all unapplied Escrow
Payments in the possession or under control of the Seller that relate to the Mortgage Loans and (y) a statement indicating which
Escrow Payments are allocable to each Mortgage Loan); provided that the Seller shall not be required to deliver any draft
documents, privileged or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda,
communications or evaluations.


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) it shall record
or cause a third party to record in the appropriate public recording office for real property the assignments of assignment of
leases, rents and profits and the assignments of Mortgage and each related UCC-2 and UCC-3 financing statement referred to in the
definition of Mortgage File from the Seller to 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,
assignments of Mortgage and financing statements shall 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 prepare a substitute therefor or
cure such defect or cause such to be done, as the case may be, and the Seller shall deliver such substitute or corrected document
or instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, the then
holder of such Mortgage Loan);


(b) it shall take
any action reasonably required by the Purchaser, the Trustee or the Master Servicer in order to assist and facilitate the transfer
of the servicing of the



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Mortgage Loans 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. Prior to the date that a letter of credit with respect to any Mortgage Loan
is transferred to the Master Servicer, the Seller will cooperate with the reasonable requests of the Master Servicer or 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;


(c) the Seller shall
provide the Master Servicer the initial data with respect to each Mortgage Loan for 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
the Supplemental Servicer Schedule;


(d) 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 the Prospectus Supplement dated January 24,
2012 relating to the Public Certificates, the annexes and exhibits thereto and the DVD delivered therewith, or the Offering Circular
dated January 24, 2012 relating to the Private Certificates, the annexes and exhibits thereto and the DVD 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 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 statements 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 misleading and will comply with applicable law. (All terms under this clause
(d) and not otherwise defined in this Agreement shall have the meanings set forth in the Indemnification Agreement, dated as of
January 24, 2012, among the Underwriters, the Initial Purchasers, the Seller and the Purchaser (the “Indemnification
Agreement” and, together with this Agreement, the “Operative Documents”)); and


(e) 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 Trustee
with any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure and any Form 8-K Disclosure Information 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.



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SECTION 6 Representations
and Warranties.


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


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


(ii) Assuming
the due authorization, execution and delivery of this Agreement by the Purchaser, this Agreement will constitute a legal, valid
and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization, moratorium 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 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



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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


(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 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 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;



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(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.


(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 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 any party thereto discovers 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 of 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”), such party is required to give prompt written
notice thereof to the Seller.


(e) Pursuant to the
Pooling and Servicing Agreement, the Special Servicer 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 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 (any such Document Defect shall constitute a “Material Document Defect” and
any such Breach shall constitute a “Material Breach”). If such Document Defect or Breach has been determined
to be a Material Document Defect or Material Breach, then the Special Servicer will be required to give prompt written notice thereof
to the Seller. Promptly upon becoming aware of any such Material Document Defect or Material Breach (including through a written
notice given by any party hereto, as provided above if the Document Defect or Breach identified therein is a Material Document
Defect or Material Breach, as the case may be), the Seller shall, not later than 90 days from the earlier of the Seller’s
discovery or receipt of notice of, and receipt of a



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demand to take action with respect to,
such Material Document Defect or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material
Breach relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of the REMIC Provisions, not
later than 90 days from any party discovering such Material Document Defect or Material Breach provided the Seller receives notice
thereof in a timely manner), cure the same in all material respects (which cure shall include payment of any Additional Trust Fund
Expenses associated therewith) or, if such Material Document Defect or Material Breach, as the case may be, cannot be cured within
such 90 day period, the Seller shall either (i) 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 or (ii) repurchase
the affected Mortgage Loan or the interest thereby represented in any related REO Property at the applicable Purchase Price by
wire transfer of immediately available funds to the Collection Account (or, in the case of an REO Property, to the related REO
Account); provided, however, that if (i) such Material Document Defect or Material Breach is capable of being cured
but not within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan’s
not being a “qualified mortgage” within the meaning of the REMIC Provisions and (iii) the Seller has commenced and
is diligently proceeding with the cure of such Material Document Defect or Material Breach 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 setting forth the reasons such Material Document Defect or Material Breach 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 Document Defect or Material Breach will be cured within such additional 90 day period; and
provided, further, that, if any such Material Document 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, substitution or repurchase obligations in respect of such Document Defect
so long as the Seller certifies to the Trustee every 30 days thereafter that the Document 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, substitution or repurchase may continue beyond the date that is
18 months following the Closing Date. Any such repurchase of a Mortgage Loan shall be on a 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 Breach or Material Document Defect with respect to a Mortgage Loan, it will notify the Purchaser.


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 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



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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.


(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 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, all portions of the Mortgage
File and other documents and Escrow Payments 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 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.


(g) The representations
and warranties of the parties hereto shall survive the execution and delivery and any termination 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 hereby
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 breach or repurchase or substitute 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.


(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, (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



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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 Trustee a true, correct and complete copy of the relevant portions of any Form ABS-15G that the Seller
is required to file with the Securities and Exchange Commission 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 Securities and Exchange 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 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 15Ga-1 Notice Provider will be required to provide information in a 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 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 15Ga-1 Notice Provider and (B) no
information provided pursuant to Section 2.03(a) of the Pooling and Servicing Agreement by a 15Ga-1 Notice Provider shall
be deemed to constitute a waiver or defense to the exercise of any legal right the 15Ga-1 Notice Provider may have with respect
to this Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.


Each party hereto
agrees that the receipt of a 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
Document Defect or Material Breach.


“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.


SECTION 7 Review
of Mortgage File. The Purchaser shall require the Trustee pursuant to the Pooling and Servicing Agreement 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:



    	-10-





    	 



    

(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 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 an authorized officer of the Seller substantially in the form of Exhibit D to this Agreement.


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


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


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


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


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


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


(v) a letter
from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead
such counsel to believe that the Primary Free Writing Prospectus, the Prospectus Supplement, 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 contain, with respect to the Seller or the Mortgage Loans, any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein relating to the Seller or the Mortgage Loans, 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 Supplement satisfies the applicable requirements of Regulation AB.


(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.



    	-11-





    	 



    

(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.


SECTION 9 Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft
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 and the Trustee’s 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 Prospectus, Primary Free Writing Prospectus, the Prospectus Supplement,
the Preliminary Offering Circular, the Final Offering Circular and any related 8-K Information (as defined in the Underwriting
Agreement), including the cost of obtaining any “comfort letters” with respect to such items; (v) the costs and expenses
in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing
fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with
any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the
preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii)
the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, Prospectus,
Primary Free Writing Prospectus, Prospectus Supplement, Preliminary Offering Circular, Final Offering Circular and the reproducing
and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Prospectus,
Primary Free Writing Prospectus, Prospectus Supplement, 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 Cadwalader, Wickersham & Taft LLP, as counsel to the Purchaser; and (x) the reasonable
fees and expenses of Kaye Scholer LLP, as counsel to the Underwriters and the Initial Purchasers.


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



    	-12-





    	 



    

affect the validity or enforceability
of the other provisions of this Agreement. Furthermore, the parties shall in good faith endeavor to replace any provision held
to be invalid or unenforceable with a valid and enforceable provision which most closely resembles, and which has the same economic
effect as, the provision held to be invalid or unenforceable.


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


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


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


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 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



    	-13-





    	 



    

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 until the termination of the Pooling and Servicing Agreement, 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 facsimile transmission to it at 200 West Street, New York, New York 10282, to the attention
of Leah Nivison, fax number (212) 428-1439, with a copy to Gary Silber, fax number (212) 493-9003, (ii) if sent to the Seller,
will be mailed, hand delivered, couriered or sent by facsimile transmission or electronic mail and confirmed to it at Citigroup
Global Markets Realty Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice,
fax number (212) 723-8599, and 388 Greenwich Street, 19th Floor, New York, New York 10013, and 388 Greenwich Street,
19th Floor, New York, New York 10013, to the attention of Richard Simpson, fax number (646) 328-2943, and Ryan M. O’Connor,
fax number (646) 328-2943, respectively, and with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and
to Ryan M. O’Connor at ryan.m.oconnor@citi.com, and (iii) in the case of any of the preceding parties, such other address
as may hereafter be furnished to the other party in writing by such parties.


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



    	-14-





    	 



    

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.


* * * * * *



    	-15-





    	 



    

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.


	 	 	 
	 	GS MORTGAGE SECURITIES
 CORPORATION II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY
 CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



    	 



    	 



    

EXHIBIT A


MORTGAGE LOAN SCHEDULE



    	A-1





    	 



    









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GSMS 2012-GC6 Citi Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
 Number	 	Footnotes	 	Loan
 Number	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	Cut-Off Date
 Balance ($)	 	Original
 Mortgage
 Loan Rate (%)
	3	 	 	 	4775	 	SunTrust International Center	 	1 Southeast 3rd Avenue and 255/261 Northeast 1st Street	 	Miami	 	Florida	 	33131	 	61,875,000	 	5.50000%
	4	 	 	 	5209	 	LHG Hotel Portfolio	 	 	 	 	 	 	 	 	 	59,844,939	 	5.95000%
	4.01	 	 	 	5209-5	 	Residence Inn - Rancho Cordova, CA	 	2779 Prospect Park Drive	 	Rancho Cordova	 	California	 	95670	 	 	 	 
	4.02	 	 	 	5209-2	 	Residence Inn - Poland, OH	 	7396 Tiffany South	 	Poland	 	Ohio	 	44514	 	 	 	 
	4.03	 	 	 	5209-3	 	Residence Inn - Westminster, CO	 	5010 West 88th Place	 	Westminster	 	Colorado	 	80031	 	 	 	 
	4.04	 	 	 	5209-4	 	Fairfield Inn & Suites - Midland, TX	 	2300 Faulkner Drive	 	Midland	 	Texas	 	79705	 	 	 	 
	4.05	 	 	 	5209-1	 	Residence Inn - Canton, OH	 	5280 Broadmoor Circle Northwest	 	Canton	 	Ohio	 	44709	 	 	 	 
	4.06	 	 	 	5209-6	 	Courtyard by Marriott - Lubbock, TX	 	4011 South Loop 289	 	Lubbock	 	Texas	 	79423	 	 	 	 
	4.07	 	 	 	5209-8	 	Fairfield Inn - Jackson, MI	 	2395 Shirley Drive	 	Jackson	 	Michigan	 	49202	 	 	 	 
	4.08	 	 	 	5209-7	 	Fairfield Inn - Bryan, TX	 	4613 South Texas Avenue	 	Bryan	 	Texas	 	77802	 	 	 	 
	4.09	 	 	 	5209-10	 	Fairfield Inn - Grand Rapids, MI	 	3930 Stahl Drive Southeast	 	Grand Rapids	 	Michigan	 	49546	 	 	 	 
	4.10	 	 	 	5209-11	 	Fairfield Inn & Suites - Saint Cloud, MN	 	4120 2nd Street South	 	Saint Cloud	 	Minnesota	 	56301	 	 	 	 
	4.11	 	 	 	5209-9	 	Fairfield Inn - Mansfield, OH	 	1065 North Lexington Springmill Road	 	Mansfield	 	Ohio	 	44906	 	 	 	 
	4.12	 	 	 	5209-12	 	Country Inn & Suites - Rochester, MN	 	4323 Highway 52 North	 	Rochester	 	Minnesota	 	55901	 	 	 	 
	5	 	 	 	5190	 	Mansards Apartments	 	1818 North Mansard Boulevard	 	Griffith	 	Indiana	 	46319	 	50,955,929	 	5.84000%
	8	 	 	 	4984	 	Pittsford Plaza	 	3349 Monroe Avenue	 	Rochester	 	New York	 	14618	 	44,000,000	 	5.85000%
	10	 	 	 	4654	 	Red Rose Commons	 	1700 Fruitville Pike	 	Lancaster	 	Pennsylvania	 	17601	 	29,673,339	 	5.14000%
	13	 	1	 	4683	 	Olympia Medical Plaza	 	5901, 5951 & 5975 West Olympic Boulevard	 	Los Angeles	 	California	 	90036	 	19,900,157	 	6.03000%
	14	 	 	 	5124	 	CJL Realty Portfolio	 	 	 	 	 	 	 	 	 	17,618,785	 	5.76000%
	14.01	 	 	 	5124-1	 	Summer Hill	 	4156 Signature Drive	 	Doylestown	 	Pennsylvania	 	18902	 	 	 	 
	14.02	 	 	 	5124-3	 	Amity Commons	 	600 Lake Drive	 	Douglassville	 	Pennsylvania	 	19518	 	 	 	 
	14.03	 	 	 	5124-2	 	Heritage House	 	212 East Mount Vernon Street	 	Lansdale	 	Pennsylvania	 	19446	 	 	 	 
	18	 	 	 	4997	 	Hull - Aurora	 	413-423 Merhar Avenue	 	Fairbanks	 	Alaska	 	99701	 	14,976,807	 	6.27000%
	23	 	 	 	4976	 	Lakeside Plaza I	 	17372 Lakeside Hills Plaza	 	Omaha	 	Nebraska	 	68130	 	13,966,478	 	6.45000%
	24	 	 	 	5134	 	Emerald Hospitality Portfolio	 	 	 	 	 	 	 	 	 	13,965,896	 	6.25000%
	24.01	 	 	 	5134-2	 	Hilton Garden Inn - Wooster, OH	 	959 Dover Road	 	Wooster	 	Ohio	 	44691	 	 	 	 
	24.02	 	 	 	5134-3	 	Hampton Inn - Wooster, OH	 	4253 Burbank Road	 	Wooster	 	Ohio	 	44691	 	 	 	 
	24.03	 	 	 	5134-4	 	Hampton Inn - New Philadelphia, OH	 	1299 West High Avenue	 	New Philadelphia	 	Ohio	 	44663	 	 	 	 
	30	 	 	 	4973	 	Bi-Lo Portfolio	 	 	 	 	 	 	 	 	 	9,965,663	 	6.09000%
	30.01	 	 	 	4973-1	 	Collins Shopping Center	 	715 East Wade Hampton Boulevard	 	Greer	 	South Carolina	 	29651	 	 	 	 
	30.02	 	 	 	4973-2	 	Edenwood Shopping Center	 	2427-2453 Charleston Highway	 	Cayce	 	South Carolina	 	29033	 	 	 	 
	30.03	 	 	 	4973-3	 	Gaffney Shopping Center	 	1013 West Floyd Baker Boulevard	 	Gaffney	 	South Carolina	 	29341	 	 	 	 
	30.04	 	 	 	4973-4	 	Chesnee Shopping Center	 	712-720 South Alabama Avenue	 	Chesnee	 	South Carolina	 	29323	 	 	 	 
	31	 	 	 	4968	 	Timbercrest Village MHP	 	25903 Elmfield Drive	 	Spring	 	Texas	 	77389	 	9,908,985	 	6.40000%



    	 



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GSMS 2012-GC6 Citi Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
 Number	 	Footnotes	 	Loan
 Number	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	Cut-Off Date
 Balance ($)	 	Original
 Mortgage
 Loan Rate (%)
	32	 	 	 	5312	 	145 Spring Street & 474 Broome Street	 	 	 	 	 	 	 	 	 	9,484,746	 	6.13000%
	32.01	 	 	 	5312-1	 	145 Spring Street	 	145 Spring Street	 	New York	 	New York	 	10012	 	 	 	 
	32.02	 	 	 	5312-2	 	474 Broome Street	 	474 Broome Street	 	New York	 	New York	 	10013	 	 	 	 
	34	 	 	 	4651	 	Preston Belt Line Office Park	 	15150 Preston Road & 6009 and 6029 Belt Line Road	 	Dallas	 	Texas	 	75254	 	8,738,993	 	5.54000%
	35	 	 	 	5346	 	Cottage Cove	 	412 Village Park Road	 	Kannapolis	 	North Carolina	 	28081	 	4,875,660	 	6.04000%
	36	 	 	 	5347	 	Homestead Village	 	7434 Capital Boulevard	 	Raleigh	 	North Carolina	 	27616	 	3,436,031	 	6.04000%
	39	 	2	 	5127	 	Club at Spring Valley	 	3091 Sagebrook Drive	 	Miamisburg	 	Ohio	 	45342	 	7,827,804	 	5.75000%
	40	 	 	 	4865	 	NAFTA Brownsville	 	3201-3501 NAFTA Parkway	 	Brownsville	 	Texas	 	78526	 	7,272,665	 	5.68000%
	41	 	 	 	4925	 	Amazing Spaces - The Woodlands	 	18250 Interstate 45 South	 	Shenandoah	 	Texas	 	77384	 	6,958,933	 	5.62000%
	42	 	 	 	5316	 	Russell Center	 	360-399 Diederich Boulevard & 320 Russell Road	 	Ashland	 	Kentucky	 	41101	 	6,784,592	 	6.15000%
	44	 	 	 	4650	 	Forest Green Office Park	 	11882-11886 and 11910 Greenville Avenue	 	Dallas	 	Texas	 	75243	 	6,611,163	 	5.64000%
	45	 	 	 	5041	 	Orange Canyon Plaza	 	7520-7618 East Chapman Avenue	 	Orange	 	California	 	92869	 	6,283,607	 	6.50000%
	46	 	 	 	4982	 	Inverness MHP	 	6230 Lewis Avenue	 	Temperance	 	Michigan	 	48182	 	5,974,376	 	6.25000%
	47	 	 	 	5021	 	Freedom Self Storage Portfolio	 	 	 	 	 	 	 	 	 	5,973,619	 	6.12500%
	47.01	 	 	 	5021-1	 	Freedom Meridian	 	943 West Overland Road	 	Meridian	 	Idaho	 	83642	 	 	 	 
	47.02	 	 	 	5021-2	 	Freedom Boise	 	8303 Vincent Street	 	Boise	 	Idaho	 	83709	 	 	 	 
	47.03	 	 	 	5021-3	 	Freedom Star	 	9864 West State Street	 	Star	 	Idaho	 	83669	 	 	 	 
	47.04	 	 	 	5021-4	 	Freedom Caldwell	 	809 South Kcid Road	 	Caldwell	 	Idaho	 	83605	 	 	 	 
	48	 	 	 	4736	 	Austin Centennial	 	7301 Burnet Road	 	Austin	 	Texas	 	78757	 	5,951,774	 	5.55000%
	49	 	 	 	5106	 	Hampton Inn Birmingham	 	30 State Farm Parkway	 	Birmingham	 	Alabama	 	35209	 	5,663,980	 	6.40000%
	51	 	 	 	4949	 	Rockfish Commons	 	5555 Waldos Beach Road	 	Fayetteville	 	North Carolina	 	28306	 	5,462,549	 	5.77000%
	52	 	 	 	4950	 	Shoppes at Summit	 	1655 Buffalo Lake Road	 	Sanford	 	North Carolina	 	27332	 	5,278,117	 	5.77000%
	53	 	 	 	5382	 	Dollar Self Storage	 	1475 American Pacific Drive	 	Henderson	 	Nevada	 	89074	 	4,927,517	 	6.11000%
	54	 	 	 	5254	 	Holiday Inn Express - Baltimore, MD	 	221 North Gay Street	 	Baltimore	 	Maryland	 	21202	 	4,691,136	 	6.40000%
	56	 	 	 	4823	 	6312 North Nagle Avenue	 	6312 North Nagle Avenue	 	Chicago	 	Illinois	 	60646	 	4,322,891	 	5.35000%
	57	 	 	 	4821	 	AA Storage at Fair Park	 	5700 West 10th Street	 	Little Rock	 	Arkansas	 	72204	 	3,886,804	 	6.15000%
	58	 	 	 	4879	 	Ellis Street Apartments	 	4721-4729 South Ellis Avenue	 	Chicago	 	Illinois	 	60615	 	3,871,590	 	5.32000%
	59	 	 	 	4657	 	Arlington Acres MHP	 	Route 201 (aka North Stonington Road)	 	Stonington	 	Connecticut	 	06378	 	3,863,757	 	6.07000%
	60	 	 	 	4928	 	Grandshire Estate	 	851 Willow Street	 	Fowlerville	 	Michigan	 	48836	 	3,784,807	 	5.98000%
	61	 	 	 	4977	 	Millside Office Building	 	2170 Buckthorne Place	 	The Woodlands	 	Texas	 	77380	 	3,779,668	 	6.02000%
	62	 	 	 	5455	 	Autumn Oaks	 	2221 Fanning Road	 	Winston Salem	 	North Carolina	 	27107	 	3,676,982	 	6.04000%
	63	 	 	 	5101	 	Westpark Business Center	 	6300 Westpark Drive	 	Houston	 	Texas	 	77057	 	3,626,305	 	6.25000%
	65	 	 	 	4970	 	West Davidson Village	 	4705 S NC Highway 150	 	Tyro	 	North Carolina	 	27295	 	3,313,769	 	5.77000%
	67	 	 	 	5146	 	Wheel Estates MHP	 	3107 Mustang Drive	 	Grapevine	 	Texas	 	76051	 	3,239,271	 	6.25000%
	68	 	 	 	4919	 	Meyerland Center	 	10350 & 10400 South Post Oak Road	 	Houston	 	Texas	 	77035	 	3,219,645	 	5.89000%
	70	 	 	 	5211	 	Eldora Estates and Shady Acres MHP Portfolio	 	 	 	 	 	 	 	 	 	3,042,697	 	6.45000%
	70.01	 	 	 	5211-1	 	Eldora Estates	 	610 East Eldora Road	 	Pharr	 	Texas	 	78577	 	 	 	 
	70.02	 	 	 	5211-2	 	Shady Acres Resort	 	310 Hester Avenue	 	Donna	 	Texas	 	78537	 	 	 	 
	72	 	 	 	5001	 	Regal Parking Garage	 	33 West 56th Street	 	New York	 	New York	 	10019	 	3,000,000	 	4.39000%
	73	 	 	 	5280	 	Edgewood Square Shopping Center	 	2261 Edgewood Avenue West	 	Jacksonville	 	Florida	 	32209	 	2,997,469	 	5.93300%
	74	 	 	 	5008	 	LARP II Portfolio	 	 	 	 	 	 	 	 	 	2,889,198	 	5.75000%
	74.01	 	 	 	5008-1	 	5528 South Cornell Avenue	 	5528 South Cornell Avenue	 	Chicago	 	Illinois	 	60637	 	 	 	 
	74.02	 	 	 	5008-2	 	1018 East 54th Street	 	1018 East 54th Street	 	Chicago	 	Illinois	 	60615	 	 	 	 
	75	 	 	 	4365	 	Hobe Village	 	11411, 11465, 11475, 11485 and 11495 Southeast Federal Highway	 	Hobe Sound	 	Florida	 	33455	 	2,788,104	 	6.07000%
	76	 	 	 	5263	 	Regency Plaza - Food Lion	 	2101 South Tarboro Street	 	Wilson	 	North Carolina	 	27893	 	2,532,562	 	5.60000%
	77	 	 	 	5125	 	Lockaway Self Storage	 	5400 East Central Texas Expressway	 	Killeen	 	Texas	 	76543	 	2,435,549	 	6.12000%
	80	 	 	 	5330	 	Gulf Breeze MHP	 	1313 North Minnesota Avenue	 	Brownsville	 	Texas	 	78521	 	1,328,456	 	7.25000%



    	 



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GSMS 2012-GC6 Citi Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
 Number	 	Footnotes	 	Loan
 Number	 	Property Name	 	Remaining
 Term To
 Maturity (Mos.)	 	Maturity Date	 	Remaining
 Amortization Term
 (Mos.)	 	Subservicing
 Fee Rate (%)	 	Servicing
 Fee Rate (%)	 	Mortgage
 Loan Seller	 	Crossed With
 Other Loans
 (Crossed Group)
	3	 	 	 	4775	 	SunTrust International Center	 	114	 	8/6/2021	 	360	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	4	 	 	 	5209	 	LHG Hotel Portfolio	 	118	 	12/6/2021	 	298	 	0.05000%	 	0.05000%	 	CGMRC	 	NAP
	4.01	 	 	 	5209-5	 	Residence Inn - Rancho Cordova, CA	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.02	 	 	 	5209-2	 	Residence Inn - Poland, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.03	 	 	 	5209-3	 	Residence Inn - Westminster, CO	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.04	 	 	 	5209-4	 	Fairfield Inn & Suites - Midland, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.05	 	 	 	5209-1	 	Residence Inn - Canton, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.06	 	 	 	5209-6	 	Courtyard by Marriott - Lubbock, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.07	 	 	 	5209-8	 	Fairfield Inn - Jackson, MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.08	 	 	 	5209-7	 	Fairfield Inn - Bryan, TX	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.09	 	 	 	5209-10	 	Fairfield Inn - Grand Rapids, MI	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.10	 	 	 	5209-11	 	Fairfield Inn & Suites - Saint Cloud, MN	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.11	 	 	 	5209-9	 	Fairfield Inn - Mansfield, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.12	 	 	 	5209-12	 	Country Inn & Suites - Rochester, MN	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5	 	 	 	5190	 	Mansards Apartments	 	119	 	1/6/2022	 	359	 	0.03000%	 	0.05000%	 	CGMRC	 	NAP
	8	 	 	 	4984	 	Pittsford Plaza	 	115	 	9/6/2021	 	360	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	10	 	 	 	4654	 	Red Rose Commons	 	113	 	7/6/2021	 	353	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	13	 	1	 	4683	 	Olympia Medical Plaza	 	115	 	9/6/2021	 	355	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	14	 	 	 	5124	 	CJL Realty Portfolio	 	118	 	12/6/2021	 	358	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	14.01	 	 	 	5124-1	 	Summer Hill	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.02	 	 	 	5124-3	 	Amity Commons	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.03	 	 	 	5124-2	 	Heritage House	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	4997	 	Hull - Aurora	 	118	 	12/6/2021	 	358	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	23	 	 	 	4976	 	Lakeside Plaza I	 	117	 	11/6/2021	 	357	 	0.05000%	 	0.05000%	 	CGMRC	 	NAP
	24	 	 	 	5134	 	Emerald Hospitality Portfolio	 	118	 	12/6/2021	 	298	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	24.01	 	 	 	5134-2	 	Hilton Garden Inn - Wooster, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.02	 	 	 	5134-3	 	Hampton Inn - Wooster, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.03	 	 	 	5134-4	 	Hampton Inn - New Philadelphia, OH	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	4973	 	Bi-Lo Portfolio	 	116	 	10/6/2021	 	356	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	30.01	 	 	 	4973-1	 	Collins Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.02	 	 	 	4973-2	 	Edenwood Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.03	 	 	 	4973-3	 	Gaffney Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.04	 	 	 	4973-4	 	Chesnee Shopping Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	4968	 	Timbercrest Village MHP	 	115	 	9/6/2021	 	355	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP



    	 



    	 



    

 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GSMS 2012-GC6 Citi Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Control
 Number	 	Footnotes	 	Loan
 Number	 	Property Name	 	Remaining
 Term To
 Maturity (Mos.)	 	Maturity Date	 	Remaining
 Amortization Term
 (Mos.)	 	Subservicing
 Fee Rate (%)	 	Servicing
 Fee Rate (%)	 	Mortgage
 Loan Seller	 	Crossed With
 Other Loans
 (Crossed Group)
	32	 	 	 	5312	 	145 Spring Street & 474 Broome Street	 	118	 	12/6/2021	 	358	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	32.01	 	 	 	5312-1	 	145 Spring Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.02	 	 	 	5312-2	 	474 Broome Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	4651	 	Preston Belt Line Office Park	 	113	 	7/6/2021	 	353	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	35	 	 	 	5346	 	Cottage Cove	 	119	 	1/6/2022	 	359	 	0.00000%	 	0.07000%	 	CGMRC	 	Group A
	36	 	 	 	5347	 	Homestead Village	 	119	 	1/6/2022	 	299	 	0.00000%	 	0.07000%	 	CGMRC	 	Group A
	39	 	2	 	5127	 	Club at Spring Valley	 	57	 	11/6/2016	 	357	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	40	 	 	 	4865	 	NAFTA Brownsville	 	114	 	8/6/2021	 	354	 	0.03000%	 	0.07000%	 	CGMRC	 	NAP
	41	 	 	 	4925	 	Amazing Spaces - The Woodlands	 	114	 	8/6/2021	 	354	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	42	 	 	 	5316	 	Russell Center	 	119	 	1/6/2022	 	359	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	44	 	 	 	4650	 	Forest Green Office Park	 	114	 	8/6/2021	 	354	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	45	 	 	 	5041	 	Orange Canyon Plaza	 	115	 	9/6/2021	 	355	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	46	 	 	 	4982	 	Inverness MHP	 	115	 	9/6/2021	 	355	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	47	 	 	 	5021	 	Freedom Self Storage Portfolio	 	115	 	9/6/2021	 	355	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	47.01	 	 	 	5021-1	 	Freedom Meridian	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47.02	 	 	 	5021-2	 	Freedom Boise	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47.03	 	 	 	5021-3	 	Freedom Star	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47.04	 	 	 	5021-4	 	Freedom Caldwell	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48	 	 	 	4736	 	Austin Centennial	 	112	 	6/6/2021	 	352	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	49	 	 	 	5106	 	Hampton Inn Birmingham	 	55	 	9/6/2016	 	295	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	51	 	 	 	4949	 	Rockfish Commons	 	114	 	8/6/2021	 	294	 	0.03000%	 	0.07000%	 	CGMRC	 	NAP
	52	 	 	 	4950	 	Shoppes at Summit	 	114	 	8/6/2021	 	294	 	0.03000%	 	0.07000%	 	CGMRC	 	NAP
	53	 	 	 	5382	 	Dollar Self Storage	 	117	 	11/1/2021	 	297	 	0.05000%	 	0.05000%	 	CGMRC	 	NAP
	54	 	 	 	5254	 	Holiday Inn Express - Baltimore, MD	 	119	 	1/6/2022	 	239	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	56	 	 	 	4823	 	6312 North Nagle Avenue	 	114	 	8/6/2021	 	354	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	57	 	 	 	4821	 	AA Storage at Fair Park	 	116	 	10/6/2021	 	356	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	58	 	 	 	4879	 	Ellis Street Apartments	 	113	 	7/6/2021	 	353	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	59	 	 	 	4657	 	Arlington Acres MHP	 	113	 	7/6/2021	 	293	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	60	 	 	 	4928	 	Grandshire Estate	 	114	 	8/6/2021	 	324	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	61	 	 	 	4977	 	Millside Office Building	 	114	 	8/6/2021	 	354	 	0.05000%	 	0.07000%	 	CGMRC	 	NAP
	62	 	 	 	5455	 	Autumn Oaks	 	119	 	1/6/2022	 	359	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	63	 	 	 	5101	 	Westpark Business Center	 	55	 	9/6/2016	 	295	 	0.05000%	 	0.07000%	 	CGMRC	 	NAP
	65	 	 	 	4970	 	West Davidson Village	 	114	 	8/6/2021	 	258	 	0.05000%	 	0.07000%	 	CGMRC	 	NAP
	67	 	 	 	5146	 	Wheel Estates MHP	 	116	 	10/6/2021	 	356	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	68	 	 	 	4919	 	Meyerland Center	 	114	 	8/6/2021	 	354	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	70	 	 	 	5211	 	Eldora Estates and Shady Acres MHP Portfolio	 	117	 	11/6/2021	 	357	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	70.01	 	 	 	5211-1	 	Eldora Estates	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	70.02	 	 	 	5211-2	 	Shady Acres Resort	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	72	 	 	 	5001	 	Regal Parking Garage	 	53	 	7/6/2016	 	0	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	73	 	 	 	5280	 	Edgewood Square Shopping Center	 	119	 	1/6/2022	 	359	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	74	 	 	 	5008	 	LARP II Portfolio	 	56	 	10/6/2016	 	356	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	74.01	 	 	 	5008-1	 	5528 South Cornell Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	74.02	 	 	 	5008-2	 	1018 East 54th Street	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	75	 	 	 	4365	 	Hobe Village	 	116	 	10/6/2021	 	326	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	76	 	 	 	5263	 	Regency Plaza - Food Lion	 	113	 	7/6/2021	 	353	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP
	77	 	 	 	5125	 	Lockaway Self Storage	 	114	 	8/6/2021	 	294	 	0.05000%	 	0.07000%	 	CGMRC	 	NAP
	80	 	 	 	5330	 	Gulf Breeze MHP	 	58	 	12/6/2016	 	358	 	0.00000%	 	0.07000%	 	CGMRC	 	NAP


		1	Affiliates of the borrower have entered into a master lease with the borrower for 10 units totaling approximately 24,532 square
feet at the Mortgaged Property, which represents approximately 27.3% of the total net rentable area. The 10 borrower affiliates
sublease their individual premises under the master lease, and each sublease is guaranteed individually by the tenant.



		2	An affiliate of the borrower has made a subordinated loan to the borrower in the amount of $1,000,000 secured by the related
Mortgaged Property. In addition, an affiliate of the borrower has made unsecured subordinated loans to the borrower for deferred
developer fees, and the unpaid principal balance plus accrued interest as of November 30, 2011 totals $10,796,284.  Furthermore,
the general partner of the borrower has made unsecured subordinated loans to the borrower and may continue to make additional
subordinate loan advances pursuant to the limited partnership agreement of the borrower, and the unpaid principal balance plus
accrued interest as of November 30, 2011 totals $9,048,720. All of the subordinated loans are subject to subordination and standstill
agreements in favor of the mortgage lender. Payments under the subordinated loans are permitted only from excess cash flow from
the related Mortgaged Property after all then-current obligations of the borrower under the Mortgage Loan documents have been satisfied
in full and only if no event of default then exists under the Club at Spring Valley Mortgage Loan. Without the prior consent of
the lender and until the Club at Spring Valley Mortgage Loan has been paid in full for more than one year and one day, the holders
of the subordinated loans have waived all rights to issue default notices, accelerate the subordinate loans and pursue remedies
available as a result of an event of default under the subordinated loans.




    	 



    	 



    

 









EXHIBIT B


MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES



    	B-1





    	 



    









MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


		(1)	Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation
interest in a Mortgage Loan. 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. 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.



		(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 sentences, 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 on intentional fraud by Seller in connection with the origination of the Mortgage
Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other 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 from the Seller constitutes a legal, valid and binding assignment from the Seller. 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.



		(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




    	2





    	 



    

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


		(7)	Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage
Loan are not subordinate mortgages or junior liens, except for any 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 materialmens
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 C, 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 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




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the related mortgagee to enter into
possession to collect the rents or for rents to be paid directly to the mortgagee.


		(9)	UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the
Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in
proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary
at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property
reasonably necessary to operate such Mortgaged Property owned by such 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 Mortgage 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. Seller or the originator of the Mortgage Loan inspected or caused
to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months
of the Cut-Off Date.



An engineering report or property
condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to
the Cut-Off Date. To the Seller’s knowledge, based solely upon due diligence customarily performed in connection with the
origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material
damage (other than 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 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.




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		(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 Mortgage
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 lender pursuant
to each Mortgage Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies
(subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto)
that are required to be escrowed with lender under the related 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 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 Service (collectively the “Insurance Rating Requirements”), in an amount (subject
to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full
insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the 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.




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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 having special flood hazards, 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 by 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 Service in an amount not less than 100% of the SEL.


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, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration
progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest
thereon.



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All premiums on all insurance policies
referred to in this section required to be paid as of the Cut-Off Date have been paid, and such insurance policies name the lender
under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of
the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the
Trustee. Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s
failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s 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 lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days prior
notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable
law) arising for any reason other than non-payment of a premium and no such notice has been received by Seller.


		(17)	Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent
to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way
permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water
and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property,
and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property
or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application
has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage
Loan requires the 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 Seller’s knowledge based solely on surveys obtained in connection
with origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary
title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each
Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged
Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except
encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance
or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged
Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property
or for which insurance or endorsements were obtained under the Title Policy. No 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 obtained with respect to the Title Policy.




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



		(20)	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 was originated at least equal to 80% of the adjusted issue price of
the Mortgage Loan on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan
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.



		(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 transact and
do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not
materially and adversely affect the enforceability of such Mortgage Loan by the 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




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law or may be substituted in accordance
with the Mortgage and applicable law by the related mortgagee.


		(24)	Local Law Compliance. To the Seller’s knowledge, based upon any of a letter from any
governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the
related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by
the Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming
part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-Off
Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning
Regulations”) 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) Mortgagor or 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 lender upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior
to a Mortgage




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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.


		(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, or partial Defeasance (as defined in paragraph (32)), 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. 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), if the fair market value of the real property constituting such Mortgaged Property
after the release is not equal to at least 80% of the principal balance of the Mortgage Loan 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.



In the case of any Mortgage Loan,
in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether
by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an
amount not less than the amount required by the REMIC Provisions and, to such extent, 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 is not equal to at least 80% of the remaining principal balance of the Mortgage Loan.


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, other than in compliance with the REMIC Provisions.



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		(28)	Financial Reporting and Rent Rolls. Each Mortgage requires 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 (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 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 shall not be required to spend on terrorism insurance coverage more than two times 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), and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase
the maximum amount of terrorism insurance available with funds equal to such amount.



		(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 lender 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




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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) herein 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 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 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 Documents and the organizational documents of the
Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Principal Balance in excess of $5 million provide that the Mortgagor
is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Principal 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 Principal 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.




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		(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), 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 (i) 110% of the allocated loan amount for the real property to be released
and (ii) 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 precedent thereto) and all other reasonable
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 situations where default interest is imposed.



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



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



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		(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 lender;



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



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



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



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



		(g)	The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to
give to the lender written notice of any default, and provides




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that no notice of default or termination
is effective against the lender unless such notice is given to the lender;


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



		(i)	The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially
unreasonable by 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 lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses,
or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;



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



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



		(35)	Servicing. The servicing and collection practices used by the Seller with respect to the
Mortgage Loan have been, in all 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 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




    	15





    	 



    

otherwise cover any matters with
respect to federal, state or local law otherwise covered in this Exhibit B.


		(37)	No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent,
without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no
Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the
Closing Date. To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing
under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time
or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event
of acceleration, which default, breach, violation or event of acceleration, in the case of either (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.
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 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 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, 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.



		(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 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, hereinafter “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




    	16





    	 



    

with applicable Environmental Laws
or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B)
if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint
or lead in drinking water, 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 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, S&P and/or Fitch; (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 Seller’s knowledge, except as set forth in the ESA, there is no Environmental
Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.


		(41)	Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with
an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal
is signed by an appraiser who is 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.



		(42)	Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth
in the Mortgage Loan Schedule attached as an exhibit to this Mortgage Loan Purchase Agreement 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. 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
Seller to the related Mortgagor other than in accordance with the Loan Documents,




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and, to 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 lender-controlled lockbox if required or contemplated under the related lease or
Loan Documents). Neither 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. 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, the phrases “the Seller’s knowledge” or “the Seller’s belief” and other words and
phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of
the Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage
Loans regarding the matters expressly set forth herein.



    	18





    	 



    

 









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


	 	 	 
	Loan #	 	Mortgage Loan
	3	 	SunTrust International Center
	4	 	LHG Hotel Portfolio



    	B-30-2-1





    	 



    

Exhibit B-30-3


List of Cross-Collateralized and Cross-Defaulted
Mortgage Loans


	 	 	 
	Loan #	 	Mortgage Loan
	35	 	Cottage Cove
	36	 	Homestead Village



    	B-30-3-1





    	 



    










EXHIBIT C


EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS
AND WARRANTIES


	 	 	 	 	 	 
	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 	 
	(5)	Lien; Valid Assignment	 	Holiday Inn Express – Baltimore, MD (No. 54)	 	Mortgagor is party to a one page parking agreement that purportedly leases 28 parking spaces in a parking lot in the vicinity of the Mortgaged Property, and while the related Mortgage includes in its granting clause the rights of the Mortgagor in such agreement, the parking contract is not a Ground Lease and is not included as a leasehold on the Mortgage Loan Schedule, and the Mortgage does not create a legal, valid and enforceable first lien on the fee interest or leasehold interest under a Ground Lease, the Title Policy does not include the parking agreement, the parking agreement is not part of the Mortgaged Property and the parking agreement is excepted from the representations regarding Ground Leases.
	 	 	 	 	 	 
	(6)	Permitted Liens; Title Insurance	 	Holiday Inn Express – Baltimore, MD (No. 54)	 	Mortgagor is party to a one page parking agreement that purportedly leases 28 parking spaces in a parking lot in the vicinity of the Mortgaged Property, and while the related Mortgage includes in its granting clause the rights of the Mortgagor in such agreement, the parking contract is not a Ground Lease and is not included as a leasehold on the Mortgage Loan Schedule, and the Mortgage does not create a legal, valid and enforceable first lien on the fee interest or leasehold interest under a Ground Lease, the Title Policy does not include the parking agreement, the parking agreement is not part of the Mortgaged Property and the parking agreement is excepted from the representations regarding Ground Leases.
	 	 	 	 	 	 
	(6)	Permitted Liens; Title Insurance	 	Emerald Hospitality Portfolio (No. 24)	 	One of the Mortgaged Properties, located in Wooster, Ohio, is subject to an option to purchase for a fair market value determined in accordance with the related option agreement, and exercisable in certain circumstances. A subordination agreement was obtained at the time of origination and the title insurance policy includes an endorsement with respect to the subordination of the option to the lien of the related mortgage, and, pursuant to an estoppel, the option holder agreed (i) to waive the option to purchase for so long as the related Mortgage Loan is outstanding, and (ii) not to exercise the option in the event the mortgage lender acquires title to the related Mortgaged Property by foreclosure or deed-in-lieu of foreclosure for so long as the mortgage lender owns such Mortgaged Property.
	 	 	 	 	 	 
	(6)	Permitted Liens; Title Insurance	 	Club at Spring Valley (No. 39)	 	The related Mortgaged Property is subject to agreements, covenants and restrictions relating to its participation in the Section 42/Low Income Housing Tax Credit program, which limit and otherwise affect and restrict leasing and operations at the related Mortgaged Property, including requirements limiting rents and that the Mortgaged Property be leased as residential apartments to qualified low income tenants.
	 	 	 	 	 	 
	(6)	Permitted Liens; Title Insurance	 	Wheel Estates MHP (No. 67)	 	In the case of each of these Mortgage Loans, the title policy for the related Mortgage Loan contains title exceptions for certain oil and gas leases, which permit the lessee thereunder to mine and extract oil, gas and other resources from the related Mortgaged Property, although drilling on the Mortgaged Property itself is not permitted (although drilling sideways underground so as to extract resources from underneath the Mortgaged Property is permitted).
	 	 	 	 	 	 
	(6)	Permitted Liens; Title Insurance	 	Eldora Estates and Shady Acres MHP Portfolio (No. 70)	 	The title policy for the Mortgage Loan contains title exceptions for certain oil and gas leases, which permit the tenant thereunder to mine and explore for oil and gas on the related Mortgaged Property. The Mortgagor covenants in the related Mortgage Loan documents that upon any notice or evidence of such mining or exploration, the Mortgagor shall notify the seller, shall obtain an environmental liability insurance policy and shall repair and remediate any damage resulting therefrom. 
	 	 	 	 	 	 
	(6)	Permitted Liens; Title Insurance	 	Preston Belt Line Office Park (No. 34)	 	The Mortgaged Property is subject to a deed restriction that limits the height of the building, and the height of the building is in excess of such height restriction, although a comprehensive endorsement to the lender’s title insurance policy was obtained.
	 	 	 	 	 	 
	(7)	Junior Liens	 	Club at Spring Valley (No. 39)	 	There is a $1,000,000 subordinate mortgage loan secured by the related Mortgaged Property.



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	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 	 
	(13)	Actions Concerning Mortgage Loan	 	CJL Realty Portfolio (No. 14)	 	Certain of the guarantors of certain non-recourse carve-out obligations respecting the related Mortgage Loan (who own equity interests in the related Mortgagors) (i) are principals, or affiliates of principals, of a residential development business that filed for Chapter 11 bankruptcy, and (ii) have had judgments entered against them and also are involved in managing workouts, foreclosures, deed in lieu of foreclosures and managing financial issues with respect to their residential home development portfolio.
	 	 	 	 	 	 
	(13)	Actions Concerning Mortgage Loan	 	Holiday Inn Express – Baltimore, MD (No. 54)	 	The related Mortgagor was the subject of a bankruptcy proceeding; the final order in such bankruptcy was issued by the United States Bankruptcy Court for the District of Maryland on November 22, 2011.
	 	 	 	 	 	 
	(13)	Actions Concerning Mortgage Loan	 	LHG Hotel Portfolio (No. 4)	 	Two class action lawsuits have been brought against a party or parties involved in the transactions by which the ownership interests in the guarantor of certain non-recourse carve-out obligations of the related Mortgage Loan (who also own equity interests in the related Mortgagor) were acquired, and the party(ies) defendant to such lawsuits has claimed to be entitled to indemnification for such lawsuits from such guarantor.
	 	 	 	 	 	 
	(16)	Insurance	 	LHG Hotel Portfolio (No. 4)	 	The Mortgage Loan documents permit the borrower to maintain a blended insurance program in which the insurers are not in each case required to maintain the claims-paying or financial strength ratings indicated in the representation.
	 	 	 	 	 	 
	(16)	Insurance	 	Club at Spring Valley (No. 39) and Ellis Street Apartments (No. 58)	 	In the case of each of these Mortgage Loans, the Mortgage Loan documents allow lender to hold and disburse insurance proceeds in excess of 5% of the original loan amount (not the outstanding loan amount).
	 	 	 	 	 	 
	(17)	Access; Utilities; Separate Tax Lots	 	AA Storage at Fair Park (No. 57) and Westpark Business Center (No. 63)	 	In the case of each of these Mortgage Loans, the related Mortgaged Property is not a separate tax parcel, though tax escrows of an amount sufficient to pay taxes for the existing tax parcel is required unless and until a separate tax lot for the related Mortgaged Property is created.
	 	 	 	 	 	 
	 	 	 	 	 	 
	(18)	No Encroachments	 	Red Rose Commons (No. 10), 145 Spring Street & 474 Broome Street (No. 32) and Regal Parking Garage (No. 72)	 	In the case of each of these Mortgage Loans, the building and other improvements within which the Mortgaged Property is located are part of a condominium and thus are not included within the boundaries of the related Mortgaged Property.
	 	 	 	 	 	 
	(18)	No Encroachments	 	Regal Parking Garage (No. 72)	 	The survey has not been delivered. Accordingly, the title policy has a general survey exception.
	 	 	 	 	 	 
	(24)	Local Law Compliance	 	6312 North Nagle Avenue (No. 56)	 	There are certain open building code violations at the Mortgaged Property.
	 	 	 	 	 	 
	(24)	Local Law Compliance	 	Ellis Street Apartments (No. 58)	 	In the case of each of these Mortgage Loans, there are certain open city code violations at the related Mortgaged Property.
	 	 	 	 	 	 
	(24)	Local Law Compliance	 	145 Spring Street & 474 Broom Street (No. 32)	 	Under the applicable zoning and certificate of occupancy, the Mortgaged Property may only be used for joint living work quarters for registered artists. The current occupants at the property are not all artists. The Mortgage Loan documents contain covenants that the borrower will have to enforce the leases in the event violations are issued from the Department of Building and the borrower must timely pay the fines.
	 	 	 	 	 	 
	(25)	Licenses and Permits	 	6312 North Nagle Avenue (No. 56)	 	There are certain open building code violations at the Mortgaged Property. The related Mortgagor covenanted in the related Loan Documents to use cure all building violations and use commercially reasonable efforts to cause the violations to be removed of record.
	 	 	 	 	 	 
	(25)	Licenses and Permits	 	Ellis Street Apartments (No. 58)	 	There are certain open city code violations, including without limitation the following: (a) missing Carbon Monoxide Detectors; (b) peeled painted surfaces in isolated areas of exterior stairways; (c) handrails/guardrails missing on some stairwells to garden level basement areas (recently repaired); (d) broken window pane and screen; (e) exterior wall mortar washed out in isolated small sections near grade areas; and (f) buzzer/intercom system in need of repair. Mortgagor is required to use commercially reasonable efforts after the closing of the Loan to diligently pursue the resolution and removal from record of such violations.
	 	 	 	 	 	 
	(25)	Licenses and	 	145 Spring Street & 474	 	Under the applicable zoning and certificate of occupancy, the Mortgaged



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	Representation	 	Mortgage Loan	 	Description of Exception
	 	Permits	 	Broome Street (No. 32)	 	Property may only be used for joint living work quarters for registered artists. The current occupants at the property are not all artists. The Mortgage Loan documents contain covenants that the borrower will have to enforce the leases in the event violations are issued from the Department of Building and the borrower must timely pay the fines.
	 	 	 	 	 	 
	(26)	Recourse Obligations	 	SunTrust International Center (No. 3)	 	In lieu of recourse for the commission of intentional material physical waste at the Mortgaged Property, the loan agreement provides for recourse to the extent of losses in connection with damage or destruction to the Property caused by the willful or grossly negligent acts or omissions of Borrower and/or the removal or disposal of any portion of the Property after an Event of Default.
	 	 	 	 	 	 
	(27)	Mortgage Releases	 	SunTrust International Center (No. 3)	 	The partial release of the parking garage parcel of the Mortgaged Property is permitted, subject to (i) the debt service coverage ratio calculated under the related Mortgage Loan documents for the remaining Mortgaged Property is greater than the greater of (a) the debt service coverage ratio for the Mortgaged Property immediately prior to the release and (b) 1.35x, (ii) the loan-to-value ratio calculated under the related Mortgage Loan documents for the remaining Mortgaged Property is not greater than the lesser of (a) 73.66% and (b) the loan-to-value ratio for the Mortgaged Property immediately prior to the release, (iii) the debt yield calculated under the related Mortgage Loan documents for the remaining Mortgaged Property is greater than the greater of (a) the debt yield for the Mortgaged Property immediately prior to the release and (b) 9.1%, and (iv) partial prepayment (with accompanying yield maintenance calculated pursuant to the loan documents) of the Mortgage Loan in an amount equal to $6,000,000.
	 	 	 	 	 	 
	(29)	Act of Terrorism Exclusion	 	SunTrust International Center (No. 3)	 	So long as TRIA is in effect, borrower must obtain and maintain terrorism insurance for Certified and Non-Certified acts (as such terms are defined in TRIA) in an amount equal to the full replacement cost of the Mortgaged Property plus 18 months of business interruption coverage. If TRIA or a similar or subsequent statute is not in effect, then the policies shall not exclude coverage for acts of terror or similar acts of sabotage unless terrorism insurance is not commercially available, in which case, borrower shall obtain stand-alone coverage in commercially reasonable amounts (i.e., amounts that would be (x) obtained by property owners of properties located in markets similar to that of the Mortgaged Property and similar in size and type to the Mortgaged Property and (y) required by prudent institutional lenders).
	 	 	 	 	 	 
	(30)	Due on Sale or Encumbrance	 	Preston Belt Line Office Park (No. 34) and Forest Green Office Park (No. 44)	 	In the case of each of these Mortgage Loans, indirect equity ownership interests in the related borrower were pledged as security for a loan facility extended to certain owners of such indirect interests or their affiliates.
	 	 	 	 	 	 
	(30)	Due on Sale or Encumbrance	 	Red Rose Commons (No. 10)	 	Certain pledges of indirect equity interests in the borrower by certain designated sponsors of the borrower or their family members and/or affiliates, and certain pledges of ownership interests in such designated sponsors of the borrower or their family members and/or affiliates (and thus indirectly in the related borrower), are permitted subject to certain requirements in the loan documents, including that the repayment of the loan, guaranty, debt and/or other applicable obligation secured by such pledge(s) is not specifically tied to the cash flow of the Mortgaged Property.
	 	 	 	 	 	 
	(30)	Due on Sale or Encumbrance	 	Regal Parking Garage (No. 72)	 	The Mortgage Loan documents allow, subject to satisfaction of conditions set forth therein, the related borrower to convert its ownership structure into a tenancy in common or a Delaware statutory trust, with related transfers to third parties of tenant in common interest or beneficial interests in the Delaware statutory trust, such that legal and/or beneficial title to the related Mortgaged Property may be owned by such tenants in common or Delaware statutory trust.
	 	 	 	 	 	 
	(31)	Single-Purpose Entity	 	Club at Spring Valley (No. 39)	 	The organizational documents for the Mortgagor do not include single purpose entity covenants, though such covenants are included in the related Mortgage Loan documents, subject to permitted indebtedness (including a $1,000,000 subordinate mortgage loan to the Mortgagor secured by the related Mortgaged Property, subject to a subordination and standstill agreement, and certain unsecured subordinate loans to the



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	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 	Mortgagor that exist and are permitted in the future).
	 	 	 	 	 	 
	(31)	Single-Purpose Entity	 	Freedom Self Storage Portfolio (No. 47), Ellis Street Apartments (No. 58) and LARP II Portfolio (No. 74)	 	In the case of each of these Mortgage Loans, unsecured subordinate loans from any member of Mortgagor for the sole purpose of working capital are permitted, provided, among other conditions, that such loans are paid solely from excess cash flow from the Mortgaged Property.
	 	 	 	 	 	 
	(31)	Single-Purpose Entity	 	Timbercrest Village MHP (No. 31)	 	The related Mortgagor owned two manufactured homes on the Mortgaged Property at the time of origination of the related Mortgaged Property, which it has undertaken to transfer out of the Mortgagor within 150 days after origination.
	 	 	 	 	 	 
	(31)	Single-Purpose Entity	 	Wheel Estates MHP (No. 67)	 	At the origination of the Mortgage Loan, the Mortgagor owned certain mobile homes located at the Mortgaged Property, which it has undertaken to transfer out of the Mortgagor within ninety (90) days after origination.
	 	 	 	 	 	 
	(32)	Defeasance	 	Ellis Street Apartments (No. 58) and LARP II Portfolio (No. 74)	 	In the case of each of these Mortgage Loans, the related Mortgage Loan documents require that the related Mortgagor deliver an opinion of counsel stating that the related Mortgagee has a perfected security interest in the defeasance collateral (as opposed to an opinion stating that Mortgagee has a perfected first priority security interest).
	 	 	 	 	 	 
	(34)	Ground Leases	 	Holiday Inn Express – Baltimore, MD (No. 54)	 	Mortgagor is party to a one page parking agreement that purportedly leases 28 parking spaces in a parking lot in the vicinity of the Mortgaged Property, and while the related Mortgage includes in its granting clause the rights of the Mortgagor in such agreement, the parking contract is not a Ground Lease and is not included as a leasehold on the Mortgage Loan Schedule, and the Mortgage does not create a legal, valid and enforceable first lien on the fee interest or leasehold interest under a Ground Lease, the Title Policy does not include the parking agreement, the parking agreement is not part of the Mortgaged Property and the parking agreement is excepted from the representations regarding Ground Leases.
	 	 	 	 	 	 
	(34)	Ground Leases	 	SunTrust International Center (No. 3)	 	The ground lease is freely assignable but no assignment or transfer, except executed as a security for a debt, shall be valid unless the assignee shall expressly assume and agree to perform each and every covenant of the ground lease in a written instrument, in recordable form for recording in the Office of the Clerk of the Circuit Court in Dade County, Florida, and an executed original of such written instrument is recorded in the Office of the Clerk of the Circuit Court in Dade County, Florida and a copy of such written instrument is delivered to ground lessor.
	 	 	 	 	 	 
	(39)	Organization of Mortgagor	 	Preston Belt Line Office Park (No. 34) and Forest Green Office Park (No. 44)	 	The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagor.
	 	 	 	 	 	 
	(39)	Organization of Mortgagor	 	Timbercrest Village MHP (No. 31) and Eldora Estates and Shady Acres MHP Portfolio (No. 70)	 	The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagors.
	 	 	 	 	 	 
	(39)	Organization of Mortgagor	 	Cottage Cove (No. 35), Homestead Village (No. 36) and Autumn Oaks (No. 62)	 	The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagors.
	 	 	 	 	 	 
	(39)	Organization of Mortgagor	 	Rockfish Commons (No. 51), Shoppes at Summit (No. 52) and West Davidson Village (No. 65)	 	The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagors.



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EXHIBIT D


FORM OF OFFICER’S CERTIFICATE


[                              ]
(“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 February 1, 2012 (the “Agreement”), between GS
Mortgage Securities Corporation II 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 January 13, 2012, as supplemented by the Prospectus Supplement,
dated January 24, 2012 (collectively, the “Prospectus”), relating to the offering of the Class A-1, Class A-2,
Class A-3 and Class A-AB Certificates, nor the Offering Circular, dated January 24, 2012 (the “Offering
Circular”), relating to the offering of the Class X-A, Class X-B, Class A-S, Class B, Class C,
Class D, Class E, Class F, Class G and Class R Certificates, in the case of the Prospectus and the Prospectus
Supplement, as of the date of the Prospectus Supplement 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 Mortgage Loans and/or the
Seller or omitted or omits to state therein a material fact required to be stated therein or necessary in order to make the statements
therein relating to the Mortgage Loans and/or the Seller, 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.


[SIGNATURE APPEARS ON THE FOLLOWING PAGE]



    	D-1





    	 



    

Certified this [   ] day of February, 2012.


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



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