Exhibit 4.6


 








 





	 



[purchaser],



PURCHASER


 


and


 


[sponsor],


 



SELLER


 


MORTGAGE
LOAN PURCHASE AGREEMENT



Dated as of [date]


 



[series designation]


 


	 







    	 



    	 



    

 


This
Mortgage Loan Purchase Agreement (“Agreement”), dated as of [date],
is between [purchaser], a Delaware corporation, as purchaser (the “Purchaser”),
and [sponsor], a [_______________________], 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 [date] (the “Pooling and Servicing Agreement”),
between the Purchaser, as depositor, [master servicer], a [__________________],
as master servicer (the “Master Servicer”), [special servicer],
a [__________________], as special servicer (the “Special Servicer”), [operating
advisor], a [__________________], as operating advisor, [certificate administrator],
a [__________________], as certificate administrator (the “Certificate Administrator”), and [trustee],
a [__________________], as trustee (the “Trustee”), [asset representations
reviewer], a [__________________], as asset representations reviewer (the “Asset Representations Reviewer”),
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 [issuing entity], Commercial Mortgage Pass-Through Certificates,
[series designation] (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 (including, in the case of the [loan-specific]
Loan Combination, the separate note evidencing the Trust Subordinate Companion Loan), 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 (i) certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”)
specified in the Underwriting Agreement, dated as of [date] (the “Underwriting
Agreement”), between the Purchaser and the Underwriters, (ii) certain of the Certificates (the “Private Certificates”)
to the initial purchasers (the “Private Initial Purchasers”) specified in the Purchase Agreement, dated as
of [date] (the “Private Certificate Purchase Agreement”), between
the Purchaser and Private Initial Purchasers, (iii) the Class [loan-specific] Certificates
to [loan-specific initial purchaser] as the initial purchaser (the “Class
[loan-specific] Certificate Initial Purchaser” and, together with the
Private Initial Purchasers, the “Initial Purchasers”) specified in the certificate purchase agreement, dated
as of [date] (the “Class [loan-specific]
Certificate Purchase Agreement”) and (iv) the Class [__] Certificates (the “Direct Sale Certificates”)
to [direct sale buyer] (“[direct
sale buyer]”) specified in the certificate purchase agreement, dated as of [date]
(the “[direct sale] Certificate Purchase Agreement” and, together
with the Private Certificate Purchase Agreement and the Class [loan-specific] Certificate
Purchase Agreement, the “Certificate Purchase Agreements”), between the Purchaser and [direct
sale buyer]. The Initial Purchasers and Underwriters are collectively referred to herein as the “Dealers”.


 


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 $[____________], plus accrued interest on the Mortgage Loans from and including [date]
to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters
and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible).


 


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


 


SECTION
2     Books and Records; Certain Funds Received After the Cut-Off Date. From and after the sale
of the Mortgage Loans to the Purchaser, record title to each Mortgage (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.


 






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


 


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


 


SECTION
3     Delivery of Mortgage Loan Documents; Additional Costs and Expenses. (a)  The Purchaser
hereby directs the Seller, and the Seller hereby agrees, such agreement effective upon the transfer of the Mortgage Loans 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 the 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


 






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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 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


 






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include
such document in the related Mortgage File) and the Master Servicer, and the Master Servicer shall use reasonable efforts in accordance
with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement
as may be contemplated under the existing comfort letter), and the Master Servicer shall, as soon as reasonably practicable following
receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the
Custodian for inclusion in the Mortgage File.


 


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


 


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


 


(a)          with
respect to the Mortgage Loans (other than any Outside Serviced 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


 






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“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 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 dated [date]
relating to the Public Certificates, the annexes and exhibits thereto and any electronic media delivered therewith, or (ii) the
Offering Circular dated [date] 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


 






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


 


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


 


(g)          with
respect to each Mortgage Loan, the Seller shall deliver to the Special Servicer within [__] days of the Closing Date a copy of
the Diligence File for each Mortgage Loan together with a certification by an authorized officer of the Seller that such Diligence
File contains all documents related to the origination or the servicing of the related Mortgage Loan.


 


(h)          upon
written request of the Asset Representations Reviewer, the Seller shall provide to the Asset Representations Reviewer (or the
Special Servicer at its request) within [__] days, copies of all information, documents and records (including, but not limited
to, records stored electronically on computer tapes, electronic discs, and similar media) reasonably available to the Seller relating
to each Delinquent Mortgage Loan (as defined in the Pooling and Servicing Agreement) to enable the Asset Representations Reviewer
to perform its duties under the Pooling and Servicing Agreement.


 


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


 


(j)          [it
shall timely deliver (or cause any Originator of the Mortgage Loans to timely deliver) to the Certificate Administrator each Sponsor
Credit Risk Retention Certification required to be delivered pursuant to Section [3.35] of the Pooling and Servicing Agreement
and, if the Seller or any Originator transfers its Required Sponsor Retention Amount or Required [Originator]
Retention Amount, as applicable, as contemplated therein, the Seller shall


 






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cause
its transferee or the transferee of such Originator to deliver any Credit Risk Retention Certification required pursuant to Section
[3.35] of the Pooling and Servicing Agreement.] [Applicable to offerings on or after December
24, 2016]


 


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


 


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


 






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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 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


 






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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 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


 






    	-10-



    	 



    

 


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 Defect (including, without limitation, through a written notice given by any party to the Pooling and Servicing
Agreement, as provided above if the Document Defect or Breach identified therein is a Material 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 Defect (or, in the case of a Material Defect
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 Defect, provided that, if such discovery is by any party other
than the Seller, the Seller receives notice thereof in a timely manner), cure the same in all material respects (which cure shall
include payment of any losses and Additional Trust Fund Expenses associated therewith (including, if applicable, the amount of
any fees and expenses of the Asset Representations Reviewer related to the Asset Review of such Mortgage Loan)) or, if such Material
Defect cannot be cured within such 90-day period, the Seller shall (before the end of such 90-day period) either: (i) repurchase
the affected Mortgage Loan or any related REO Property (or the Trust Fund’s interest therein) at the applicable Purchase
Price by wire transfer of immediately available funds to the Collection Account; or (ii) substitute a Qualified Substitute Mortgage
Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur later than the second anniversary
of the Closing Date) and pay the Master Servicer, for deposit into the Collection Account, any Substitution Shortfall Amount in
connection therewith; provided, however, that if (i) such Material Defect is capable of being cured but not
within such 90-day period, (ii) such Material Defect is not related to any Mortgage Loan’s not being a “qualified
mortgage” within the meaning of the REMIC Provisions and (iii) the Seller has commenced and is diligently proceeding with
the cure of such Material Defect within such 90-day period, then the Seller shall have an additional 90 days to complete
such cure (or, in the event of a failure to so cure, to complete such repurchase of the related Mortgage Loan or substitute a
Qualified Substitute Mortgage Loan as described above) it being understood and agreed that, in connection with the Seller’s
receiving such additional 90-day period, the Seller shall deliver an Officer’s Certificate to the Trustee, the Special Servicer
and the Certificate Administrator setting forth the reasons such Material Defect is not capable of being cured within the initial
90-day period and what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates
that such Material Defect will be cured within such additional 90-day period; and provided, further, that, if any
such Material 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


 






    	-11-



    	 



    

 


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 Defect with respect to a Mortgage Loan,
it will notify the Purchaser. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the
related Due Date in the month of substitution, and Periodic 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. Periodic 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 Periodic
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 pursuant to the following paragraph) of the relevant Material Defect, the affected Mortgage Loan will be required to be
repurchased.


 


Notwithstanding
the foregoing provisions of this Section 6(e), in lieu of the Seller performing its obligations with respect to any Material
Defect as set forth in the preceding paragraph, to the extent that the Seller and the 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 prior to the occurrence of a Control Termination Event) are able to agree upon a cash payment payable by
the Seller to the Purchaser that would be deemed sufficient to compensate the Purchaser for a Material Defect (a “Loss
of Value Payment”), the Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Purchaser;
provided, that a Material Defect 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 Defect in all respects. Provided that such Loss of Value Payment is made, this
paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Material Defect, and the Seller
shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise cure such Material Defect.


 


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


 






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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
Defect 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


 


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


 


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


 


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


 


(3) either
(x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will


 






    	-13-



    	 



    

 


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).


 


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


 






    	-14-



    	 



    

 


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.


 


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 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


 






    	-15-



    	 



    

 


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


 


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


 


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


 






    	-16-



    	 



    

 


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


 


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


 


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


 


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


 


(j)          The
Seller hereby acknowledges and agrees that it has engaged [accounting firm] (the
“Accounting Firm”) to perform “due diligence services” (as defined in Rule 17g-10 under the Exchange
Act) with respect to the Mortgage Loans and to prepare a “third-party due diligence report” (as defined in Rule 15Ga-2
under the Exchange Act) (the “Accountant’s Third-Party Due Diligence Report”) in connection therewith.
The Seller hereby represents and warrants to, and covenants with, the Depositor that, except with respect to the Accounting Firm
and the Accountant’s Third-Party Due Diligence Report, the Seller, as of


 






    	-17-



    	 



    

 


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 provides prior written
notice to the Depositor together with evidence satisfactory to the Depositor that the Seller will (i) cause 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 (ii) facilitate
the Depositor’s compliance with Rule 17g-5(a)(3)(iii)(E) under the Exchange Act, with respect thereto.


 


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


 


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


 


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


 


(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;


 






    	-18-



    	 



    

 


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


 


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


 


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


 


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


 


(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 Agreements.


 


(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.


 






    	-19-



    	 



    

 


(g)          The
Seller shall have executed and delivered the Credit Risk Retention Compliance Agreement.


 


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 [time],
on the Closing Date or such other place and time as the parties shall agree.


 


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


 






    	-20-



    	 



    

 


remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the
other provisions of this Agreement. Furthermore, the parties shall in good faith endeavor to replace any provision held to be
invalid or unenforceable with a valid and enforceable provision which most closely resembles, and which has the same economic
effect as, the provision held to be invalid or unenforceable.


 


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


 


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


 


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


 






    	-21-



    	 



    

 


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 [notice address], (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 [notice
address], 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.


 






    	-22-



    	 



    

 


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


 


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


 


*
* * * * *


 






    	-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.





	 	 	 
	 	[purchaser]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:
	 	 	 
	 	[sponsor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:



 






    	 



    	 



    

  


EXHIBIT
A



MORTGAGE LOAN SCHEDULE


 


	Control
    

    Number	 	Footnote	 	Loan
    Number	 	Property
    Name	 	Address	 	City	 	State	 	Zip
                                         Code










 






    	A-1



    	 



    

 


EXHIBIT
B



MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 


[add
back representations and warranties to conform to the 

prospectus and contemplate an exception schedule]


 






    	B-1



    	 



    

 


Exhibit
B-30-1



List of Mortgage Loans with Current Mezzanine Debt


 


[_____________]


 






    	B-30-1-1



    	 



    

 


Exhibit
B-30-2




List of Mortgage Loans with Permitted Mezzanine Debt


 






[_____________]


 






    	B-30-2-1



    	 



    

 


Exhibit
B-30-3



List of Cross-Collateralized and Cross-Defaulted Mortgage Loans


 


[_____________]


 






    	B-30-3-1



    	 



    

 


EXHIBIT
C



EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 


	Representation	Mortgage
    Loan	Description
    of Exception



 






    	C-1



    	 



    

 


EXHIBIT
D



FORM OF CERTIFICATE


 


[sponsor]
(“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 [date] (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 [date] (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 EC, Class C and Class D] Certificates, nor the Offering Circular, dated [date]
(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 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, [applicable
loan seller(s) only: 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, [applicable loan seller(s) only:
any related Loan Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside Servicing
Agreement (as defined in the Pooling and Servicing Agreement) relating to, any Outside Serviced Loan Combination, and the identity
of any co-originator of any Loan


 






    	D-1



    	 



    

 


Combination),]
the related Mortgaged Properties and the related Mortgagors and their respective affiliates required to be stated therein or necessary
in order to make the statements therein relating to the Seller, the Mortgage Loans, any sub-servicers related to the Mortgage
Loans, [applicable loan seller(s) only: 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.


 


[APPLICABLE
LOAN SELLER(S) ONLY: 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 [__] day of [month] 20[__].





	 	 	 	 
	 	[sponsor]
	 	 	 	 
	 	 	By: 	 
	 	 	 	Name:
	 	 	 	Title:



 






    	D-3