Exhibit 10.1


 


 





	 



 





CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC.,



PURCHASER


 


and


 


Citigroup
Global Markets Realty Corp.,




SELLER


 


MORTGAGE LOAN PURCHASE AGREEMENT



Dated as of September 1, 2015


 


Series 2015-GC33





	 


 






    	 



    	 



    

 


This Mortgage Loan Purchase
Agreement (“Agreement”), dated as of September 1, 2015, is between Citigroup Commercial Mortgage Securities
Inc., a Delaware corporation, as purchaser (the “Purchaser”), and Citigroup Global Markets Realty Corp., a New
York corporation, as seller (the “Seller”).


 


Capitalized terms used
in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as
of September 1, 2015 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor, Wells Fargo
Bank, National Association, a national banking association, as master servicer (the “Master Servicer”), LNR
Partners, LLC, a Florida limited liability company, as special servicer (the “Special Servicer”), Situs Holdings,
LLC, a Delaware limited liability company, as operating advisor, Citibank, N.A., a national banking association, as certificate
administrator (the “Certificate Administrator”), and Deutsche Bank Trust Company Americas, a New York banking
corporation, as trustee (the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as
defined herein), together with certain other commercial and multifamily mortgage loans (collectively, the “Other Loans”),
to a trust fund and certificates representing ownership interests in the Mortgage Loans and the Other Loans will be issued by the
trust fund (the “Trust Fund”). In exchange for the Mortgage Loans and the Other Loans, the Trust Fund will issue
to or at the direction of the Depositor certificates to be known as Citigroup Commercial Mortgage Trust 2015-GC33, Commercial Mortgage
Pass-Through Certificates, Series 2015-GC33 (collectively, the “Certificates”). For purposes of this Agreement,
“Mortgage Loans” refers to the mortgage loans listed on Exhibit A and “Mortgaged Properties”
refers to the properties securing such Mortgage Loans.


 


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


 


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


 






    	 



    	 



    

 


subject Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not
assign any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related
Companion Loan, if applicable). The Seller’s assignment of any Outside Serviced Trust Loan is subject to the terms and conditions
of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell certain of the Certificates
(the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting
Agreement, dated as of September 14, 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters,
and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers
(the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified
in the Purchase Agreement, dated as of September 15, 2015 (the “Certificate Purchase Agreement”), between the
Purchaser and Initial Purchasers.


 


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


 


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


 


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


 


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


 


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


 






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Seller
as a purchase for tax purposes. The Purchaser shall be responsible for maintaining, and shall maintain, a set of records for each
Mortgage Loan which shall be clearly marked to reflect the transfer of ownership of each Mortgage Loan by the Seller to the Purchaser
pursuant to this Agreement.


 


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


 


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


 






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Servicer on behalf of the Trustee for
the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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original assignment of Mortgage or assignment
of Assignment of Leases, the Seller or its designee shall obtain and provide to the Custodian a certified copy of the recorded
original. On a monthly basis, at the expense of the Seller, the Custodian shall forward to the Master Servicer a copy of each of
the aforementioned assignments following the Custodian’s receipt thereof;


 


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


 


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


 


(e)         
if (during the period of time that the Underwriters are required, under applicable law, to deliver a prospectus related
to the Public Certificates in connection with sales of the Public Certificates by an Underwriter or a dealer) the Seller has obtained
actual knowledge of undisclosed or corrected information related to an event that occurred prior to the Closing Date, which event
causes there to be an untrue statement of a material fact with respect to the Seller Information in (i) the Prospectus Supplement
dated September 14, 2015 relating to the Public Certificates, the annexes and exhibits thereto and any electronic media delivered
therewith, or (ii) the Offering Circular dated September 15, 2015 relating to the Private Certificates, the annexes and exhibits
thereto and any electronic media delivered therewith (collectively, the “Offering Documents”), or causes there
to be an omission to state therein a material fact with respect to the Seller Information required to be stated therein or necessary
to make the statements therein with respect to the Seller Information, in the light of the circumstances under which they were
made, not misleading, then the Seller shall promptly notify the Dealers and the Depositor. If as a result of any such event the
Dealers’ legal counsel determines that it is necessary to amend or supplement the Offering Documents in order to correct
the untrue statement, or to make the statements therein, in the light of the circumstances when the Offering Documents are delivered
to a purchaser, not misleading, or to make the Offering Documents in compliance with applicable law, the Seller shall (to the extent
that such amendment or supplement solely relates to the Seller Information) at the expense of the Seller, do all things reasonably
necessary to assist the Depositor to prepare and furnish to the Dealers, such amendments or supplements to the Offering Documents
as may be necessary so that the Seller Information in the Offering Documents, as so amended or supplemented, will not contain an
untrue statement, will not, in the light of the circumstances when the Offering Documents are delivered to a purchaser, be misleading
and will comply with applicable law. (All capitalized terms used in this Section 5(e) and not otherwise defined in
this Agreement shall have the


 






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meanings set forth in the Indemnification Agreement, dated as of September 14, 2015, between the
Underwriters, the Initial Purchasers, the Seller and the Depositor (the “Indemnification Agreement” and, together
with this Agreement, the “Operative Documents”));


 


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


 


(g)         
with respect to any Serviced Loan Combination, the Seller agrees that if disclosure related to the description of a party
to the Pooling and Servicing Agreement is requested by the Seller, as holder of a related Serviced Companion Loan, for inclusion
in the disclosure materials relating to the securitization of such Serviced Companion Loan, the reasonable costs of such party
related to such disclosure and any opinion(s) of counsel, certifications and/or indemnification agreement(s) shall be paid or caused
to be paid by the Seller.


 


SECTION 6     
Representations and Warranties.


 


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


 


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


 


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


 






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in a proceeding in equity or at law) and (C) public policy considerations underlying the securities laws, to the
extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide
indemnification for securities laws liabilities;


 


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


 


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


 


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


 


(vi)        
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Seller of, or compliance by the Seller with, each Operative Document or the consummation of the
transactions contemplated hereby or thereby, other than those which have been obtained by the Seller; and


 


(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


 






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


 


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


 


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


 


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


 


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


 


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


 


(vii)      
The Purchaser has (i) prepared a report on Form ABS-15G under the Exchange Act (the “Form 15G”) that
attaches the Accountant’s Third-Party Due


 






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Diligence Report (as defined herein) (a final draft of which Form 15G was provided
to the Seller at least 5 business days before the first pricing date with respect to the Certificates); and (ii) furnished the
Form 15G to the Commission (as defined herein) on EDGAR at least 5 business days before the first pricing date with respect to
the Certificates as required by Rule 15Ga-2 under the Exchange Act.


 


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


 


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


 


(e)         
Pursuant to the Pooling and Servicing Agreement, the 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 Section 2.03 of the Pooling and Servicing Agreement to materially and adversely affect, the value of the Mortgage Loan
or any related REO Property or the interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified
Mortgage (any such Document Defect shall constitute a “Material Document Defect” and any such Breach shall constitute
a “Material Breach”). 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, without limitation, through a written notice
given by any party to the Pooling and Servicing Agreement, as provided above if the Document Defect or Breach identified therein
is a Material 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 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), cure the same in all material respects (which cure
shall include payment of any losses and 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 (before the end of such 90-day
period) either: (i) repurchase the affected Mortgage Loan or any related REO Property (or the Trust Fund’s interest therein)
at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account; or (ii) substitute
a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur


 






    	-10-



    	 



    

 


later than the second anniversary of the Closing Date) and pay the Master Servicer, for deposit into the Collection Account, any
Substitution Shortfall Amount in connection therewith; provided, however, that if (i) such Material 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, the Special Servicer and the Certificate Administrator
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, repurchase and/or substitution obligations in respect of such Document Defect so long as the Seller certifies to
the Trustee, the Special Servicer and the Certificate Administrator 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, repurchase or substitution may continue
beyond the date that is 18 months following the Closing Date. Any such repurchase or substitution of a Mortgage Loan shall be on
a whole loan, servicing released basis. The Seller shall have no obligation to monitor the Mortgage Loans regarding the existence
of a Breach or a Document Defect, but if the Seller discovers a Material Breach or Material Document Defect with respect to a Mortgage
Loan, it will notify the Purchaser. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on
or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special
Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and shall
be required, under the Pooling and Servicing Agreement, to be remitted by the Master Servicer to the Seller promptly following
receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall
be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective
Mortgage Loan as contemplated by this Section 6(e) if the Mortgage Loan to be replaced was itself a Qualified Substitute
Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value
Payment


 






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pursuant to the following paragraph) of the relevant Material Breach or Material Document Defect, the affected Mortgage
Loan will be required to be repurchased.


 


Notwithstanding the foregoing
provisions of this Section 6(e), in lieu of the Seller performing its obligations with respect to any Material Breach or
Material Document Defect as set forth in the preceding paragraph, to the extent that the Seller and the Purchaser (or, following
the assignment of the Mortgage Loans to the Trust, the Seller and the Special Servicer on behalf of the Trust, and with the consent
of the Controlling Class Representative (other than with respect to any Excluded Mortgage Loan) prior to the occurrence of a Control
Termination Event) are able to agree upon a cash payment payable by the Seller to the Purchaser or the Trust, as applicable, that
would be deemed sufficient to compensate the Purchaser or the Trust, as applicable, for a Material Breach or Material Document
Defect (a “Loss of Value Payment”), the Seller may elect, in its sole discretion, to pay such Loss of Value
Payment to the Purchaser or the Trust, as applicable; provided, that a Material Document Defect or a Material Breach as
a result of a Mortgage Loan not constituting a “qualified mortgage”, within the meaning of Section 860G(a)(3) of the
Code, may not be cured by a Loss of Value Payment. Upon its making such payment, the Seller shall be deemed to have cured such
Material Breach or Material Document Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes
the sole remedy available to the Purchaser or the Trust, as applicable, and its assignees regarding any such Material Breach or
Material Document Defect, and the Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise
cure such Material Breach or Material Document Defect.


 


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


 


(A)
 the Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special Servicer
an Opinion of Counsel to the effect that such Seller’s repurchase or replacement of only those Mortgage Loans as to which
a Material Document Defect or Material Breach has actually occurred without regard to the provisions of this paragraph (the
“Affected Loan(s)”) and the operation of the remaining provisions of this Section 6(e) (i) will not cause
either Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart
E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii)
will not result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code); and


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


Subject to the Seller’s
right to cure set forth above in this Section 6(e), and further subject to Sections 2.01(b) and 2.01(c) of the Pooling
and Servicing Agreement, failure of the Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (18) and (19)
in the definition of “Mortgage File” in the Pooling and Servicing Agreement in accordance with this Agreement and the
Pooling and Servicing Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided, however,
that no Document Defect (except such deemed Material Document Defect described above) shall be considered to be a Material Document
Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement
of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third
party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate significant servicing obligation.


 






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


 


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


 


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


 


(g)         
The representations and warranties of the parties hereto shall survive the execution and delivery and any termination of
this Agreement and shall inure to the benefit of


 






    	-15-



    	 



    

 


the respective parties, notwithstanding any restrictive or qualified endorsement
on the Notes or Assignment of Mortgage or the examination of the Mortgage Files.


 


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


 


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


 


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


 


In addition, the Seller
shall provide the Depositor, upon request, such other information in its possession as would permit the Depositor to comply with
its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase requests. Any such
information requested shall be provided as promptly as practicable after such request is made.


 


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


 






    	-16-



    	 



    

 


Notice Provider
and (B) no information provided pursuant to Section 2.03(a) of the Pooling and Servicing Agreement by a Rule 15Ga-1 Notice
Provider shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may
have with respect to this Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.


 


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


 


Each party hereto agrees
and acknowledges that, as of the date of this Agreement, the “Central Index Key” number of the Trust Fund is 0001651588.


 


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


 


(j)          
The Seller hereby acknowledges that it and the Purchaser have each engaged Ernst & Young LLP (the “Accounting
Firm”) to perform “due diligence services” (as defined in Rule 17g-10 under the Exchange Act), based solely
on a comparison of source documents to a data file, with respect to the Mortgage Loans and to prepare a “third-party due
diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) (the “Accountant’s Third-Party Due Diligence
Report”) in connection therewith. The Seller hereby represents and warrants to, and covenants with, the Depositor that,
except with respect to the Accounting Firm and the Accountant’s Third-Party Due Diligence Report, the Seller, as of the Closing
Date, (A) has not obtained any “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act),
and (B) has not retained any third party to engage in, and will not retain any third party to engage in, any activity that constitutes
“due diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the Mortgage Loans, unless,
in the case of the immediately preceding clause (B) and following the Closing Date, the Seller (i) provides prior written notice
to the Depositor, (ii) requires the third-party due diligence provider to comply with its obligations under Section 15E(s)(4)(B)
of, and Rule 17g-10 under, the Exchange Act (including with respect to the timely delivery to any applicable NRSRO and to the Depositor
of a Form ABS Due Diligence-15E), and (iii) facilitates the Depositor’s compliance with Rule 17g-5(a)(3)(iii)(E) under the
Exchange Act, with respect thereto. The Seller further represents and warrants that no portion of the Accountant’s Third-Party
Due Diligence Report contains, with respect to the information contained therein with respect to the Mortgage Loans, any names,
addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other
information that would be associated with an individual, including without limitation any “nonpublic personal information”
within the meaning of Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999. The Underwriters and Initial
Purchasers are third-party beneficiaries of the provisions set forth in this Section 6(j).


 


SECTION 7     
Review of Mortgage File. The parties hereto acknowledge that the Custodian will be required to review the Mortgage
Files pursuant to Section 2.02 of the Pooling and Servicing Agreement and if it finds any document or documents not to have
been properly


 






    	-17-



    	 



    

 


executed, or to be missing or to be defective on its face in any material respect, to notify the Purchaser, which
shall promptly notify the Seller.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)         
a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention
that would lead such counsel to believe that the agreed upon sections of the 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


 






    	-18-



    	 



    

 


Date (or, in the case of the Primary Free Writing Prospectus or the Preliminary Offering Circular,
solely as of the time of sale) contained or contain, as applicable, with respect to the Seller, the Mortgage Loans, any sub-servicers
related to the Mortgage Loans, any related Loan Combination (including, without limitation, the identity of the servicers for,
and the terms of the Outside Servicing Agreement relating to, any Outside Serviced Loan Combination, and the identity of any co-originator
of any Loan Combination), the related Mortgaged Properties and the related Mortgagors and their respective affiliates, any untrue
statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating
to the Seller, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without
limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement relating to, any Outside Serviced
Loan Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related
Mortgagors and their respective affiliates, in the light of the circumstances under which they were made, not misleading and (b)
the Seller Information (as defined in the Indemnification Agreement) in the Prospectus Supplement appears to be appropriately responsive
in all material respects to 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.


 


(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 offices of Orrick, Herrington
& Sutcliffe LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall
agree.


 


SECTION 10   
Expenses. The Seller will pay its pro rata share (the Seller’s pro rata portion to be determined according
to the percentage that the aggregate principal balance as of the Cut-Off Date of all the Mortgage Loans represents as to the aggregate
principal balance as of the Cut-Off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses
of the Purchaser in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and
expenses of the Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing
and delivering the Pooling and Servicing Agreement and this Agreement and printing (or otherwise reproducing) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and their respective counsel; (iv) the fees and disbursements of a firm of certified
public accountants selected by the Purchaser and the Seller with respect to numerical information in respect of the Mortgage Loans
and the Certificates included in the Prospectus, Primary Free Writing Prospectus, the Prospectus


 






    	-19-



    	 



    

 


Supplement, the Preliminary Offering
Circular, the Final Offering Circular and any related disclosure for the initial Form 8-K, including the cost of obtaining any
“comfort letters” with respect to such items; (v) the costs and expenses in connection with the qualification or exemption
of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel
in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates
for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable
fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise
reproducing) and delivering the Registration Statement (as such term is defined in the Indemnification Agreement), Prospectus,
Primary Free Writing Prospectus, Prospectus Supplement, Preliminary Offering Circular and Final Offering Circular and the reproducing
and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, 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 Orrick, Herrington & Sutcliffe LLP as counsel to the Depositor; and (x) the reasonable
fees and expenses of Mayer Brown LLP, as counsel to the Underwriters and the Initial Purchasers.


 


If the Seller elects
to exercise its rights under Section 11.15 of the Pooling and Servicing Agreement, then the Seller shall pay the reasonable costs
and expenses (if any) of the Depositor, Master Servicer, Special Servicer and Trustee resulting from such parties’ obligations
to cooperate with the Seller under Section 11.15 of the Pooling and Servicing Agreement.


 


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


 


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


 


SECTION 13   
Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN


 






    	-20-



    	 



    

 


CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 14    Submission
to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR
THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE
OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN
ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL
ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS
IN ANY MANNER PERMITTED BY LAW.


 


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


 


SECTION 16   
Assignment. The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed
and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the
Trustee for the benefit of the Certificateholders. The Seller hereby acknowledges its obligations pursuant to Sections 2.01,
2.02 and 2.03 of the Pooling and Servicing Agreement. This Agreement shall bind and inure to the benefit of and be enforceable
by the Seller, the Purchaser and their permitted successors and assigns. Any Person into which the Seller may be merged or consolidated,
or any Person resulting from any merger, conversion or consolidation to which the Seller may become a party, or any Person succeeding
to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder without any further act.
The warranties and representations and the agreements made by the Seller herein shall survive delivery of the Mortgage Loans to
the Trustee 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 fax transmission or electronic mail and confirmed to it at
Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul
Vanderslice, fax number (212) 723-8599, and 390 Greenwich Street, 7th Floor, New York, New York 10013, to the attention of Richard
Simpson, fax number (646) 328-2943, and 388 Greenwich Street, 17th Floor, New York, New York 10013, to the attention of Ryan M.
O’Connor, fax number (646) 862-8988, and with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and
to Ryan M. O’Connor at ryan.m.oconnor@citi.com, (ii) if sent to the Seller, will be mailed, hand delivered, couriered or
sent by fax transmission or electronic mail and confirmed to it at Citigroup Global Markets


 






    	-21-



    	 



    

 


Realty Corp., 390 Greenwich Street,
5th Floor, New York, New York 10013, to the attention of Paul Vanderslice, fax number (212) 723-8599, and Citigroup Global Markets
Realty Corp., 390 Greenwich Street, 7th Floor, New York, New York 10013, to the attention of Richard Simpson, fax number (646)
328-2943, and 388 Greenwich Street, 17th Floor, New York, New York 10013, to the attention of Ryan M. O’Connor, fax number
(646) 862-8988, and with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor
at ryan.m.oconnor@citi.com, and (iii) in the case of any of the preceding parties, such other address as may hereafter be
furnished to the other party in writing by such parties.


 


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


 


SECTION 19  
Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable
Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


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


 


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


 


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


 






    	-22-



    	 



    

 


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.


 


* * * * * *






    	-23-



    	 



    

 


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


 





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


 






    	 



    	 



    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 






    	A-1



    	 



    

 







CGCMT
2015-33 Mortgage Loan Schedule - CGMRC 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	Remaining	 	 	 	Remaining	 	 	 	 	 	 
	Control	 	 	 	Loan	 	 	 	 	 	 	 	 	 	 	 	Cut-Off
    Date	 	Mortgage	 	Term
    To	 	 	 	Amortization
    Term	 	Servicing	 	Subservicing	 	Mortgage
    
	Number	 	Footnotes	 	Number	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	Balance
    ($)	 	Rate	 	Maturity
    Date	 	Maturity
    Date	 	(Mos.)	 	Fee
    Rate (%)	 	Fee
    Rate (%)	 	Loan
    Seller
	1	 	(1)	 	8788	 	Illinois
    Center	 	 	 	 	 	 	 	 	 	100,000,000.00	 	4.4950%	 	119	 	8/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	1.01	 	 	 	8788-1	 	111
    East Wacker	 	111
    East Wacker Drive	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	1.02	 	 	 	8788-2	 	233
    North Michigan Avenue	 	233
    North Michigan Avenue	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	3	 	(2)	 	9957	 	The
    Decoration & Design Building	 	979
    Third Avenue	 	New
    York	 	New
    York	 	10022	 	65,000,000.00	 	4.1100%	 	128	 	5/6/2026	 	360	 	0.00250%	 	0.00250%	 	CGMRC
	9	 	 	 	8520	 	University
    Place	 	1300
    East Main Street	 	Carbondale	 	Illinois	 	62901	 	28,000,000.00	 	4.4200%	 	120	 	9/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	10	 	 	 	8495	 	Virginia
    Walmart Neighborhood Market Portfolio	 	 	 	 	 	 	 	 	 	26,046,472.00	 	4.6200%	 	119	 	8/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	10.01	 	 	 	8495-1	 	Dale
    Avenue Roanoke	 	2141
    Dale Avenue Southeast	 	Roanoke	 	Virginia	 	24013	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	10.02	 	 	 	8495-2	 	Plantation
    Road Walmart	 	4950
    Plantation Road	 	Roanoke	 	Virginia	 	24019	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	10.03	 	 	 	8495-3	 	Walmart
    Orange Avenue 	 	3419
    Orange Avenue Northeast	 	Roanoke	 	Virginia	 	24012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	11	 	 	 	8745	 	Amsdell
    Compass Michigan Portfolio	 	 	 	 	 	 	 	 	 	21,000,000.00	 	4.5100%	 	119	 	8/6/2025	 	360	 	0.00500%	 	0.02000%	 	CGMRC
	11.01	 	 	 	8745-1	 	Compass
    Self Storage Rochester Hills	 	160
    West Avon Road	 	Rochester
    Hills	 	Michigan	 	48307	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	11.02	 	 	 	8745-2	 	Compass
    Self Storage Novi	 	40900
    Grand River Avenue	 	Novi	 	Michigan	 	48375	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	11.03	 	 	 	8745-3	 	Compass
    Self Storage Madison Heights	 	32000
    John R Road	 	Madison
    Heights	 	Michigan	 	48071	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13	 	 	 	8696	 	Red
    Dot Storage Portfolio	 	 	 	 	 	 	 	 	 	16,000,000.00	 	4.5600%	 	119	 	8/6/2025	 	360	 	0.00500%	 	0.02000%	 	CGMRC
	13.01	 	 	 	8696-1	 	Red
    Dot 6 - Woodstock, IL	 	2105
    South Eastwood Drive	 	Woodstock	 	Illinois	 	60098	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13.02	 	 	 	8696-2	 	Red
    Dot 7 - Oswego, IL	 	1960
    Wiesbrook Road	 	Oswego	 	Illinois	 	60543	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13.03	 	 	 	8696-4	 	Red
    Dot 12 - Peoria, IL	 	8101
    North Hale Avenue	 	Peoria	 	Illinois	 	61615	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13.04	 	 	 	8696-3	 	Red
    Dot 11 - Zion, IL	 	3305
    16th Street	 	Zion	 	Illinois	 	60099	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13.05	 	 	 	8696-5	 	Red
    Dot 10 - Genoa City, WI	 	180
    Elizabeth Lane	 	Genoa
    City	 	Wisconsin	 	53128	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13.06	 	 	 	8696-6	 	Red
    Dot 3 - Yorkville, IL	 	204
    Wolf Street	 	Yorkville	 	Illinois	 	60560	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13.07	 	 	 	8696-7	 	Red
    Dot 5 - Janesville, WI	 	1900
    Alden Road	 	Janesville	 	Wisconsin	 	53545	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13.08	 	 	 	8696-8	 	Red
    Dot 2 - Machesney Park, IL	 	1243
    Shappert Drive	 	Machesney
    Park	 	Illinois	 	61115	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	13.09	 	 	 	8696-9	 	Red
    Dot 1 - Rockford, IL	 	5750
    Sandy Hollow Road	 	Rockford	 	Illinois	 	61109	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	14	 	 	 	8755	 	Stadium
    Plaza	 	2001
    West Worley Street	 	Columbia	 	Missouri	 	65203	 	15,482,941.80	 	4.8500%	 	119	 	8/6/2025	 	359	 	0.00250%	 	0.03000%	 	CGMRC
	15	 	 	 	10335	 	Houston
    Hotel Portfolio	 	 	 	 	 	 	 	 	 	14,000,000.00	 	4.7100%	 	120	 	9/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	15.01	 	 	 	10335-1	 	Holiday
    Inn Express West Road	 	9120
    West Road	 	Houston	 	Texas	 	77064	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	15.02	 	 	 	10335-2	 	Hampton
    Inn Port Arthur	 	7660
    Memorial Boulevard	 	Port
    Arthur	 	Texas	 	77642	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	18	 	 	 	8413	 	Mason
    Town House Suites & Park View Business Center	 	 	 	 	 	 	 	 	 	11,700,000.00	 	4.9000%	 	119	 	8/6/2025	 	360	 	0.00250%	 	0.05000%	 	CGMRC
	18.01	 	 	 	8413-1	 	Mason
    Town House	 	301-365
    Deerpath Lane	 	DeKalb	 	Illinois	 	60115	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	18.02	 	 	 	8413-2	 	Park
    View Business Center	 	1500
    Sycamore Road	 	DeKalb	 	Illinois	 	60115	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	30	 	 	 	8587	 	Premiere
    Building	 	1250
    East Hallandale Beach Boulevard	 	Hallandale
    Beach	 	Florida	 	33009	 	9,000,000.00	 	4.2700%	 	119	 	8/6/2025	 	0	 	0.00500%	 	0.00000%	 	CGMRC
	31	 	 	 	8647	 	TownePlace
    Suites Indy Portfolio	 	 	 	 	 	 	 	 	 	9,000,000.00	 	4.5500%	 	119	 	8/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	31.01	 	 	 	8647-1	 	Keystone	 	8468
    Union Chapel Road	 	Indianapolis	 	Indiana	 	46240	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	31.02	 	 	 	8647-2	 	Park
    100	 	5802
    West 71st Street	 	Indianapolis	 	Indiana	 	46278	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	32	 	 	 	8566	 	Comfort
    Inn - Newport Kentucky	 	420
    Riverboat Row	 	Newport	 	Kentucky	 	41071	 	8,300,000.00	 	4.2900%	 	59	 	8/6/2020	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	34	 	 	 	8608	 	Easy
    Stop Storage Portfolio	 	 	 	 	 	 	 	 	 	8,200,000.00	 	4.8800%	 	120	 	9/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	34.01	 	 	 	8608-1	 	Easy
    Stop Storage - Odessa Loop	 	4500
    North East Loop 338	 	 Odessa	 	Texas	 	79762	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	34.02	 	 	 	8608-2	 	Easy
    Stop Storage - Midland Loop	 	3806
    West Loop 250 North	 	Midland	 	Texas	 	79707	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	34.03	 	 	 	8608-3	 	Easy
    Stop Storage - Midland Industrial 	 	3105
    West Industrial Ave	 	Midland	 	Texas	 	79701	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	36	 	 	 	8846	 	Solomon
    CVS Portfolio	 	 	 	 	 	 	 	 	 	8,000,000.00	 	4.8500%	 	120	 	9/6/2025	 	300	 	0.00500%	 	0.00000%	 	CGMRC
	36.01	 	 	 	8846-2	 	CVS
    Brandon	 	112
    Stribling Lane	 	Brandon	 	Mississippi	 	39042	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	36.02	 	 	 	8846-1	 	CVS
    Paris	 	3710
    Lamar Avenue	 	Paris	 	Texas	 	75462	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	36.03	 	 	 	8846-3	 	CVS
    Plano	 	1501
    Independence Parkway	 	Plano	 	Texas	 	75075	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CGMRC
	38	 	 	 	8779	 	Residence
    Inn Southern Pines	 	105
    Brucewood Road	 	Southern
    Pines	 	North
    Carolina	 	28387	 	7,341,298.63	 	4.5300%	 	59	 	8/6/2020	 	359	 	0.00500%	 	0.00000%	 	CGMRC
	39	 	 	 	8735	 	Imperial
    Landing Apartments	 	16001
    Cotillion Drive	 	Houston	 	Texas	 	77060	 	7,300,000.00	 	4.7400%	 	120	 	9/6/2025	 	360	 	0.00250%	 	0.07000%	 	CGMRC
	40	 	 	 	8629	 	Corporate
    Place	 	25800
    Science Park Drive	 	Beachwood	 	Ohio	 	44122	 	7,012,500.00	 	4.5100%	 	119	 	8/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	44	 	 	 	8645	 	AR&C
    Storage	 	1
    Back Creek Road	 	Trenton	 	New
    Jersey	 	08691	 	6,600,000.00	 	4.4400%	 	118	 	7/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	50	 	 	 	8689	 	Willow
    Park Apartments	 	6701
    Northwest Maple Drive	 	Lawton	 	Oklahoma	 	73505	 	5,400,000.00	 	4.4700%	 	119	 	8/6/2025	 	360	 	0.00250%	 	0.05000%	 	CGMRC
	52	 	 	 	8707	 	Glenville
    Target Center	 	10
    Glenridge Road	 	Glenville	 	New
    York	 	12302	 	4,894,133.73	 	4.4800%	 	119	 	8/6/2025	 	359	 	0.00500%	 	0.00000%	 	CGMRC
	57	 	 	 	8887	 	210
    Bedford Avenue	 	210
    Bedford Avenue	 	Brooklyn	 	New
    York	 	11249	 	3,750,000.00	 	4.6200%	 	119	 	8/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC
	63	 	 	 	8815	 	Gardens
    of Victoria	 	313
    Williamsburg Avenue	 	Victoria	 	Texas	 	77904	 	2,006,250.00	 	4.8200%	 	120	 	9/6/2025	 	360	 	0.00500%	 	0.00000%	 	CGMRC






    	 



    	 



    

 


CGCMT
2015-33 Mortgage Loan Schedule - CGMRC 


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Serviced
    Companion Loan	 	 	 	Serviced
    Companion Loan	 	 
	 	 	 	 	 	 	 	 	Crossed
    With	 	 	 	 	 	 	 	 	 	 	 	 	 	Remaining	 	Serviced
    Companion Loan	 	Remaining	 	Serviced
    Companion Loan
	Control	 	 	 	Loan	 	 	 	Other
    Loans	 	ARD	 	Final	 	ARD	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan	 	Term
    To	 	Maturity	 	Amortization
    Term	 	Servicing
	Number	 	Footnotes	 	Number	 	Property
    Name	 	(Crossed
    Group)	 	(Yes/No)	 	Maturity
    Date	 	Revised
    Rate	 	Flag	 	Cut-off
    Balance	 	Interest
    Rate	 	Maturity	 	Date	 	(Mos.)	 	Fees
	1	 	(1)	 	8788	 	Illinois
    Center	 	NAP	 	No	 	8/6/2025	 	 	 	Yes	 	                             160,000,000.00
    	 	4.49500%	 	119	 	8/6/2025	 	360	 	0.0025%
	1.01	 	 	 	8788-1	 	111
    East Wacker	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	8788-2	 	233
    North Michigan Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	(2)	 	9957	 	The
    Decoration & Design Building	 	NAP	 	No	 	5/6/2026	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	 	 	8520	 	University
    Place	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	 	 	8495	 	Virginia
    Walmart Neighborhood Market Portfolio	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.01	 	 	 	8495-1	 	Dale
    Avenue Roanoke	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	8495-2	 	Plantation
    Road Walmart	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	8495-3	 	Walmart
    Orange Avenue 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11	 	 	 	8745	 	Amsdell
    Compass Michigan Portfolio	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.01	 	 	 	8745-1	 	Compass
    Self Storage Rochester Hills	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.02	 	 	 	8745-2	 	Compass
    Self Storage Novi	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.03	 	 	 	8745-3	 	Compass
    Self Storage Madison Heights	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	8696	 	Red
    Dot Storage Portfolio	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.01	 	 	 	8696-1	 	Red
    Dot 6 - Woodstock, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.02	 	 	 	8696-2	 	Red
    Dot 7 - Oswego, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.03	 	 	 	8696-4	 	Red
    Dot 12 - Peoria, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.04	 	 	 	8696-3	 	Red
    Dot 11 - Zion, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.05	 	 	 	8696-5	 	Red
    Dot 10 - Genoa City, WI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.06	 	 	 	8696-6	 	Red
    Dot 3 - Yorkville, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.07	 	 	 	8696-7	 	Red
    Dot 5 - Janesville, WI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.08	 	 	 	8696-8	 	Red
    Dot 2 - Machesney Park, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.09	 	 	 	8696-9	 	Red
    Dot 1 - Rockford, IL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	8755	 	Stadium
    Plaza	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15	 	 	 	10335	 	Houston
    Hotel Portfolio	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.01	 	 	 	10335-1	 	Holiday
    Inn Express West Road	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.02	 	 	 	10335-2	 	Hampton
    Inn Port Arthur	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	8413	 	Mason
    Town House Suites & Park View Business Center	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.01	 	 	 	8413-1	 	Mason
    Town House	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	8413-2	 	Park
    View Business Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	8587	 	Premiere
    Building	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	8647	 	TownePlace
    Suites Indy Portfolio	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.01	 	 	 	8647-1	 	Keystone	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.02	 	 	 	8647-2	 	Park
    100	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32	 	 	 	8566	 	Comfort
    Inn - Newport Kentucky	 	NAP	 	No	 	8/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	8608	 	Easy
    Stop Storage Portfolio	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.01	 	 	 	8608-1	 	Easy
    Stop Storage - Odessa Loop	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.02	 	 	 	8608-2	 	Easy
    Stop Storage - Midland Loop	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.03	 	 	 	8608-3	 	Easy
    Stop Storage - Midland Industrial 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	8846	 	Solomon
    CVS Portfolio	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.01	 	 	 	8846-2	 	CVS
    Brandon	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.02	 	 	 	8846-1	 	CVS
    Paris	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.03	 	 	 	8846-3	 	CVS
    Plano	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	8779	 	Residence
    Inn Southern Pines	 	NAP	 	No	 	8/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	 	 	8735	 	Imperial
    Landing Apartments	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	40	 	 	 	8629	 	Corporate
    Place	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	 	 	8645	 	AR&C
    Storage	 	NAP	 	No	 	7/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	8689	 	Willow
    Park Apartments	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52	 	 	 	8707	 	Glenville
    Target Center	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	8887	 	210
    Bedford Avenue	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63	 	 	 	8815	 	Gardens
    of Victoria	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	(1)	The
    Cut-off Date Balance of $100,000,000 represents the note A-1 of a $260,000,000 loan combination evidenced by three pari passu
    notes. The companion loans, evidenced by note A-2 and note A-3, have an aggregate principal balance of $160,000,000 as of
    the Cut-off Date and are expected to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio,
    LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten
    Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	(2)	The
    Cut-off Date Balance of $65,000,000 represents the note A-2 of a $165,000,000 loan combination evidenced by two pari passu
    notes. The companion loan has a principal balance of $100,000,000 as of the Cut-off Date and was contributed to the CGCMT
    2015-P1 securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten
    Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off
    Date Balance of $165,000,000.






    	 




    






 


EXHIBIT B



MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 


		(1)	Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is
part of a Loan Combination, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Mortgage
Loan that is part of a Loan Combination is a senior or pari passu portion of a whole loan evidenced by a senior or pari passu note.
At the time of the sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other
than assignments to the Seller), participation or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage
Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in
or to such Mortgage Loan other than any servicing rights appointment or similar agreement, any Outside Servicing Agreement with
respect to an Outside Serviced Trust Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.
The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes
a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests
of any nature encumbering such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender
Agreement.



 


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



 


Except as set
forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to
the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without
limitation, any such valid offset, defense, counterclaim or right based


 






    	B-1



    	 



    

 


on intentional fraud by the Seller in connection with the
origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage
Note, Mortgage or other Loan Documents.


 


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



 


		(4)	Mortgage Status; Waivers and Modifications. Since origination and except by written instruments
set forth in the related Mortgage File (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related
Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect
which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any
portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security
intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither
the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan.



 


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



 






    	B-2



    	 



    

 


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



 


		(7)	Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage
Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted
with another Mortgage Loan, there are no subordinate mortgages or junior liens securing the payment of money encumbering the related
Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s
liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing).
Except as set forth on Exhibit B-30-1, the Seller has no knowledge of any mezzanine debt secured directly by interests in
the related Mortgagor.



 


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



 






    	B-3



    	 



    

 


Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority
lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to
the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including
the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.
The related Mortgage or related Assignment of Leases, subject to applicable law, provides that, upon an event of default under
the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into
possession to collect the rents or for rents to be paid directly to the Mortgagee.


 


		(9)	UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the
Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form
for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the
time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably
necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than
any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing
arrangement as permitted under the terms of the related 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. The Seller or the originator of the Mortgage Loan inspected or caused
to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within thirteen months
of the Cut-Off Date.



 


An engineering
report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than thirteen
months prior to the Cut-Off Date. To the Seller’s knowledge, based solely upon due diligence customarily performed in connection
with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of
any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially
and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.


 


		(11)	Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental
charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related
Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-Off Date have
become delinquent in respect of each related Mortgaged Property have been 



 






    	B-4



    	 



    

 


paid, or an escrow of funds has been established in an
amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this
representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments
thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be
payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.


 


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



 


		(13)	Actions Concerning Mortgage Loan. As of the date of origination and to the Seller’s
knowledge as of the Cut-Off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation
involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would
reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity
or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s
ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the 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 Mortgagee
pursuant to each Mortgage Loan are in the possession, or under the control, of the Seller or its servicer, and there are no deficiencies
(subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto)
that are required to be escrowed with Mortgagee under the related Loan Documents are being conveyed by the Seller to Depositor
or its servicer.



 


		(15)	No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule
has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases
where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts
pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged
Property, the Mortgagor or other considerations determined by the Seller to merit such holdback).



 


		(16)	Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage
to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special
cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting
the requirements of the related Loan Documents and having a claims-paying or financial strength rating of at least “A-:VIII”
from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from
Standard & Poor’s Ratings Services (collectively the 



 






    	B-5



    	 



    

 


“Insurance Rating Requirements”), in an amount (subject
to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full
insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor
and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount
necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to
the related Mortgaged Property.


 


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


 


If any material
part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register
by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor is required to maintain
insurance in the maximum amount available under the National Flood Insurance Program.


 


If the Mortgaged
Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina
or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or
“named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm
and/or windstorm related perils and/or named storms.


 


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


 


An architectural
or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order
to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the scenario expected limit
(“SEL”) for the Mortgaged Property in the event of an earthquake. In such instance, the SEL was based on a 475-year
return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL
would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was
obtained from an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from
Moody’s Investors Service, Inc. or “A-” by Standard & Poor’s Ratings Services in an amount not less
than 100% of the SEL.


 






    	B-6



    	 



    

 


The Loan Documents
require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of
the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of
the related Mortgage Loan (or related Loan Combination), the Mortgagee (or a trustee appointed by it) having the right to hold
and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance
of such Mortgage Loan together with any accrued interest thereon.


 


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


 


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



 


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



 






    	B-7



    	 



    

 


or current use of such Mortgaged Property
or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except
for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property
or for which insurance or endorsements were obtained under the Title Policy.


 


		(19)	No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation
feature, any other contingent interest feature or a negative amortization feature or an equity participation by the Seller (except
that any ARD Mortgage Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to its
related Anticipated Repayment Date).



 


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



 


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



 






    	B-8



    	 



    

 


		(22)	Authorized to do Business. To the extent required under applicable law, as of the Cut-Off
Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire
and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure
to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.



 


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



 


		(24)	Local Law Compliance. To the Seller’s knowledge, based upon any of a letter from any
governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the
related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by
the Seller for similar commercial and multifamily mortgage loans intended for securitization, there are no material violations
of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect
to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination
of such Mortgage Loan (or related Loan Combination, as applicable) or as of the Cut-Off Date, other than those which (i) are
insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the
value, operation or net operating income of the Mortgaged Property. The terms of the Loan Documents require the Mortgagor to comply
in all material respects with all applicable governmental regulations, zoning and building laws.



 


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



 


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



 






    	B-9



    	 



    

 


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


 


		(27)	Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide
for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied
by principal repayment, of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated
loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon
payment in full of such Mortgage Loan, (c) upon a Defeasance defined in (32) below, (d) releases of out-parcels that are unimproved
or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged
Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are
not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant
to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect to any partial
release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant
modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would
not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral
on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause
(x). For purposes of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market
value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal
balance of the Mortgage Loan (or related Loan Combination) outstanding after the release, the Mortgagor is required to make a payment
of principal in an amount not less than the amount required by the REMIC Provisions.



 


With respect
to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor
can be required to pay down the


 






    	B-10



    	 



    

 


principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC
Provisions and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released
to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but
taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property
is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or related Loan Combination).


 


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


 


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



 


		(29)	Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the
related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating
Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended
by the Terrorism Risk Insurance Program Reauthorization Act of 2007, and as amended by the Terrorism Risk Insurance Program Reauthorization
Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered
by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance policy
and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination
of the Mortgage Loan, and, to the Seller’s knowledge, do not, as of the Cut-Off Date, specifically exclude Acts of Terrorism,
as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With
respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage
for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar
or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under
each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more
than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap
Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism
Cap Amount. The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the
amount of 



 






    	B-11



    	 



    

 


the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance
required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty
and business interruption/rental loss insurance).


 


		(30)	Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage
Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance
of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably
withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent
of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on
the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or
obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers
by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater
than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family
and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the
related Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers
to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Loan Documents or
a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers
of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters
of paragraphs (27) and (32) of this Exhibit B or the exceptions thereto set forth on Exhibit C, or (vii) as
set forth on Exhibit B-30-1 by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan,
or future permitted mezzanine debt as set forth on Exhibit B-30-2 or (b) the related Mortgaged Property is encumbered with
a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage
Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money
security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as
set forth on Exhibit B-30-3 or (iv) Permitted Encumbrances. The Mortgage or other Loan Documents provide that to the
extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor
is responsible for such payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative
to such transfer or encumbrance.



 


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



 






    	B-12



    	 



    

 


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.


 


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



 






    	B-13



    	 



    

 


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



 


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



 


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


 


		(a)	The Ground Lease or a memorandum regarding such Ground
Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction.
The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered
by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns
in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms
of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which
are included in the related Mortgage File;



 


		(b)	The lessor under such Ground Lease has agreed in a writing
included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled
or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;



 


		(c)	The Ground Lease has an original term (or an original
term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either
Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten
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 



 






    	B-14



    	 



    

 


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 (provided that proper notice is delivered to the extent required in accordance
with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its
successors and assigns without the consent of (but with prior notice to) the lessor;



 


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



 


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



 


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



 


		(i)	The Ground Lease does not impose any restrictions on subletting
that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;



 


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



 


		(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 



 






    	B-15



    	 



    

 


allocable
to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property
to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage
Loan, together with any accrued interest; and


 


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



 


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



 


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



 


		(37)	No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent,
without giving effect to any grace or cure period, in making required debt service payments since origination and, as of the 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
(including, but not limited to, the prior sentence). No person other than the holder of such Mortgage Loan may declare any event
of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.



 


		(38)	Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Seller’s
knowledge as of the Cut-Off Date, neither the Mortgaged Property (other than 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.



 






    	B-16



    	 



    

 


		(39)	Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified
copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage
Loan (or related Loan Combination, as applicable), the Mortgagor is an entity organized under the laws of a state of the United
States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is
cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another
Mortgagor under another Mortgage Loan.



 


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



 






    	B-17



    	 



    

 


		(41)	Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with
an appraisal date within six months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal
is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Seller’s knowledge,
had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and
whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such
appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional
Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraisal contains a statement,
or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements
of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.



 


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



 


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



 


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



 


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



 


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


 


For purposes of these
representations and warranties, the phrases “the Seller’s knowledge” or “the Seller’s belief”
and other words and phrases of like import mean, except where otherwise expressly set forth in these representations and warranties,
the actual state of knowledge or belief of the Seller, its officers and employees directly responsible for the


 






    	B-18



    	 



    

 


underwriting, origination,
servicing or sale of the Mortgage Loans regarding the matters expressly set forth in these representations and warranties.


 






    	B-19



    	 



    

 


Exhibit B-30-1



List of Mortgage Loans with Current Mezzanine Debt





 


[None.]


 






    	B-30-1-1



    	 



    

 


Exhibit B-30-2



List of Mortgage Loans with Permitted Mezzanine Debt




 


		1.	TownePlace Suites Indy Portfolio (Loan No. 31)



 


		2.	AR&C Storage (Loan No. 44)



 






    	B-30-2-1



    	 



    
 


Exhibit B-30-3



List of Cross-Collateralized and Cross-Defaulted Mortgage Loans


 


[None.]


 






    	B-30-3-1



    	 



    
 


EXHIBIT C



EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 


	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 
	(6) Permitted Liens; Title Insurance	 	Virginia Walmart Neighborhood Market Portfolio

(Loan No. 10)	 	Each of the single tenants at each of the Mortgaged Properties identified on Annex A to this prospectus supplement as Dale Ave Roanoke, Plantation Road Walmart and Walmart Orange Avenue possess a right of first refusal (“ROFR”) exercisable upon the proposed sale of the related Mortgaged Property by the related Mortgagor, the related lender, or any purchaser at a foreclosure sale. The ROFR is not exercisable upon a foreclosure sale or a transfer in lieu of foreclosure.
	 	 	 	 	 
	(6) Permitted Liens; Title Insurance	 	Easy Stop Storage Portfolio

(Loan No. 34)	 	The Mortgaged Property identified as Easy Stop Storage - Odessa Loop is subject to a recorded oil and gas lease.
	 	 	 	 	 
	(16) Insurance	 	The Decoration & Design Building

(Loan No. 3)	 	To the extent the terms of the ground lease and the Mortgage Loan Documents conflict with respect to the holding and disbursement of net proceeds, the terms of the ground lease control provided that the ground lease requires the net proceeds to be applied to restoration. In the event of a casualty or condemnation in excess of $25,000, the proceeds are distributed to a trustee selected by the landlord and Mortgagor (the “Trustee”). The Mortgagor is not permitted to approve any Trustee without the lender’s reasonable approval and any such Trustee is required to maintain a long term unsecured debt rating of at least “A” from S&P.



 






    	C-1



    	 



    

 


	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 
	(16) Insurance	 	Virginia Walmart Neighborhood Market Portfolio

(Loan No. 10)	 	The Mortgagor is deemed to be in compliance with the Mortgage Loan Documents without maintaining the insurance coverage required under the Mortgage Loan Documents provided that (i) the leases of certain specified tenants (“Virginia Specified Tenants”) at the Mortgaged Property are in full force and effect; (ii) no default beyond any applicable notice and cure period has occurred and is continuing under such Virginia Specified Tenant lease, (iii) the Virginia Specified Tenant under such lease or the guarantor thereof remains fully liable for the obligations and liabilities under such  lease and maintains a credit rating from S&P of at least “BBB”, (iv) such lease will remain in full force and effect following a casualty and the Virginia Specified Tenant thereunder is obligated per the terms of such lease to rebuild and/or repair the Mortgaged Property at its sole cost and expense and is entitled to no period of rent abatement, (v) such Virginia Specified Tenant maintains, either through a program of self-insurance or otherwise, the insurance required to be maintained by it under such lease, and (vi) the Mortgagor  has provided to Seller evidence satisfactory to Seller that the Virginia Specified Tenant under such lease maintains in full force and effect the insurance described in clause (v) above.
	 	 	 	 	 
	(24) Local Law Compliance	 	The Decoration & Design Building

(Loan No. 3)	 	Façade work is required at the Mortgaged Property in order to bring the Mortgaged Property into compliance with local law 11. The Mortgagor has reserved the cost of the completion of the façade work with the Lender and has covenanted to complete the façade work within six (6) months of origination of the Mortgage Loan (provided that, so long as the failure to complete the work does not cause a material adverse effect and the Mortgagor continues to diligently pursue completion of the applicable work, such time shall be extended to the extent necessary).



 






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	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 
	(26) Recourse Obligations	 	Illinois Center

(Loan No. 1)	 	The Loan Documents for the related Mortgage Loan provide that the Mortgage Loan becomes full recourse to the Mortgagor and guarantor in the event of any transfer of the Mortgaged Property or any equity interests in the Mortgagor that violates the transfer provisions contained in the Mortgage Loan Documents and is either material or deliberate. Further, the related Mortgage Loan Documents provide that the Mortgage Loan becomes recourse to the Mortgagor and the guarantor for any losses incurred by the lender in the event of any breach of the transfer provisions of the related Mortgage Loan Documents unless (i) such breach  was inadvertent and immaterial, (ii) the related Mortgagor cures such breach within 30 days of receipt of notice thereof and provides the related lender notice of the breach, and (iii) upon the related lender’s request, the related Mortgagor provides a new non-consolidation opinion or opinion that the breach does not impair the existing non-consolidation opinion.
	 	 	 	 	 
	(26) Recourse Obligations	 	University Place

(Loan No. 9)	 	With respect to clause (a)(iii) of the representation, the Mortgage Loan shall become full recourse to Borrower in the event of a breach of the transfer provisions of the related Mortgage Loan Documents as a result of a voluntary transfer, other than a voluntary transfer which constitutes (i) a transfer in connection with an eminent domain proceeding or (ii) the granting of an easement (or similar agreement) or the leasing of a portion of the related Mortgaged Property, in each case, in the ordinary course of Borrower’s business and to a person who is not the related Mortgagor or an affiliate of the Mortgagor.
	 	 	 	 	 
	(31) Single-Purpose Entity	 	Premiere Building

(Loan No. 30)	 	The related Mortgagor owned an unrelated property prior to the origination of the related Mortgage Loan.
	 	 	 	 	 
	(31) Single-Purpose Entity	 	Stadium Plaza

(Loan No. 14)	 	The related Mortgagor previously owned an outparcel that is part of the larger retail center that includes the Mortgaged Property.



 






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	Representation	 	Mortgage Loan	 	Description of Exception
	 	 	 	 	 
	(34) Ground Leases	 	The Decoration & Design Building

(Loan No. 3)	 	
        (b) The related ground lease states that it may not be modified
        or surrendered without the consent of the lender; it does not specifically state that it may not be amended without the consent
        of the lender.

         

        (j,k) The ground lease provides that all casualty /
condemnation proceeds (the “Proceeds”) are required to, if the same are (a) less than $25,000, be disbursed to the
Mortgagor and (b) in excess of $25,000, be disbursed to a trustee selected by Mortgagee and the tenant (the “Trustee”).
Under the Mortgage Loan Documents, the Mortgagor are required to obtain the lender’s prior written consent to the identity
of the Trustee. Other than is the case of a total taking, the Proceeds are required to be used to restore the Mortgaged Property
(and, in such event, if any proceeds shall have been distributed to the landlord, the landlord shall be obligated to make the
Proceeds available for restoration). The ground lease is not made subordinate to any fee mortgages and further provides that (i)
any provision relating to insurance being carried in favor of fee mortgagee shall not give fee mortgage any greater rights to
such insurance proceeds than those the landlord has under the ground lease and (ii) in addition to any other available remedies,
the Mortgagor is entitled to payment from the landlord (and ground rent credits if the landlord fails to so pay) in an amount
equal to any portion of insurance proceeds retained by any fee mortgagee.



 






    	C-4



    	 



    

 


EXHIBIT D



FORM OF CERTIFICATE


 


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


 


		1.	All of the representations and warranties (except as set forth on Exhibit C) of the Seller
under the Mortgage Loan Purchase Agreement, dated as of September 1, 2015 (the “Agreement”), between Citigroup
Commercial Mortgage Securities Inc. and Seller, are true and correct in all material respects on and as of the date hereof (or
as of such other date as of which such representation is made under the terms of Exhibit B to the Agreement) with the same
force and effect as if made on and as of the date hereof (or as of such other date as of which such representation is made under
the terms of Exhibit B to the Agreement).



 


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



 


		3.	Neither the Prospectus, dated January 16, 2015 (the “Base Prospectus”), as supplemented
by the Prospectus Supplement, dated September 14, 2015 (the “Prospectus Supplement” and, collectively with the
Base Prospectus, the “Prospectus”), relating to the offering of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-AB, Class X-A, Class A-S, Class B, Class PEZ, Class C, Class D and Class X-D Certificates,
nor the Offering Circular, dated September 15, 2015 (the “Offering Circular”), relating to the offering of the
Class E, Class F, Class G, Class H and Class R Certificates, in the case of the Prospectus, 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 Seller, the Mortgage Loans, any sub-servicers related
to the Mortgage Loans, any related Loan Combination (including, without limitation, the identity of the servicers for, and the
terms of the Outside Servicing Agreement (as defined in the Pooling and Servicing Agreement) relating to, any Outside Serviced
Loan Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related
Mortgagors and their respective affiliates or omitted or omits to state therein a material fact relating to the Seller, the Mortgage
Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without limitation, the identity
of the servicers for, and the terms of the Outside Servicing Agreement (as defined in the Pooling and 



 






    	D-1



    	 



    

 


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


 


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


 


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


 


[SIGNATURE APPEARS ON THE FOLLOWING PAGE]


 






    	D-2



    	 



    

 


Certified this 29th day of September 2015.


 


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




 






    	D-3