Exhibit 4.6


 





 



 


MORTGAGE LOAN PURCHASE AGREEMENT


 


between


 


[SPONSOR]

as Seller


 


and


 


[PURCHASER]

as Purchaser


 


Dated [DATE]


 


 






 



    	 



    	 



    


 


Table of Contents


 


Page


 




	1.   	AGREEMENT TO PURCHASE	1
	 	 	 
	2.  	CONVEYANCE OF MORTGAGE LOANS	2
	 	 	 
	3. 	EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW	11
	 	 	 
	4.   	REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER	12
	 	 	 
	5.   	REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER	18
	 	 	 
	6.  	 CLOSING	24
	 	 	 
	7.  	 CLOSING DOCUMENTS	25
	 	 	 
	8.   	COSTS	28
	 	 	 
	9.  	 NOTICES	28
	 	 	 
	10.  	 SEVERABILITY OF PROVISIONS	28
	 	 	 
	11.  	 FURTHER ASSURANCES	28
	 	 	 
	12. 	  SURVIVAL	28
	 	 	 
	13.  	 GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION	28
	 	 	 
	14.  	 BENEFITS OF MORTGAGE LOAN PURCHASE AGREEMENT	29
	 	 	 
	15.   	MISCELLANEOUS	30
	 	 	 
	16.  	 ENTIRE AGREEMENT	30


 

Exhibit 1          Mortgage Loan Schedule

Exhibit 2          Mortgage Loan Representations and Warranties

Exhibit 3          Form of Bill of Sale

Exhibit 4          Form of Limited Power of Attorney

Schedule  A     List of Mortgagors that are Third Party Beneficiaries

 



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Index of Defined Terms


 



	15Ga-1 Notice	22
	Accountants’ Due Diligence Report	16
	Affected Loan(s)	20
	Agreement	1
	Asset Representations Reviewer	1
	Authenticating Agent	1
	Bill of Sale	2
	Certificate Administrator	1
	Certificate Purchase Agreement	1
	Certificate Registrar	1
	Certificates	1
	Closing Date	2
	Collateral Information	11
	Crossed Mortgage Loans	20
	Cure Request	18
	Custodian	1
	Defective Mortgage Loan	19
	Dispute	22
	Final Judicial Determination	23
	Final Memorandum	1
	Form 15G	17
	Indemnification Agreement	14
	Initial Purchasers	1
	Issuing Entity	1
	Loss of Value Payment	19
	Master Servicer	1
	Material Breach	18







	Material Document Defect	18
	Mortgage File	3
	Mortgage Loan Schedule	2
	Mortgage Loans	1
	MOU	28
	Officer’s Certificate	7
	Operating Advisor	1
	Other Mortgage Loans	1
	Pooling and Servicing Agreement	1
	Preliminary Memorandum	1
	Preliminary Prospectus	1
	Private Certificates	1
	Prospectus	1
	Public Certificates	1
	Purchaser	1
	Repurchase Request	22
	Seller	1
	Seller Reporting Information	14
	Seller’s Information	14
	Special Servicer	1
	Trustee	1
	UBSRES Lender Successor Borrower Right	23
	UCC	5
	Underwriters	1
	Underwriting Agreement	1









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Mortgage Loan Purchase Agreement (“Agreement”),
dated [DATE, between [SPONSOR] (“Seller”) and [PURCHASER] (“Purchaser”).


 


Seller agrees to sell, and Purchaser agrees
to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”) and evidenced by
the related note or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the
related obligor under the related Mortgage Loan (each a “Mortgagor”), as described herein. Purchaser will convey
the Mortgage Loans to a trust (the “Issuing Entity”) created pursuant to a Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), to be dated as of [DATE], between Purchaser, as depositor, [MASTER SERVICER],
as master servicer (the “Master Servicer”), [SPECIAL SERVICER], as special servicer (the “Special Servicer”),
[OPERATING ADVISOR], as operating advisor (the “Operating Advisor”), [TRUSTEE], as trustee (the “Trustee”),
[ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer (the “Asset Representations Reviewer”),
[CERTIFICATE ADMINISTRATOR], as certificate administrator (the “Certificate Administrator”), [CUSTODIAN], as
custodian (the “Custodian”), [CERTIFICATE REGISTRAR], as certificate registrar (the “Certificate Registrar”),
and [AUTHENTICATING AGENT], as authenticating agency (the “Authenticating Agent”). In exchange for the Mortgage
Loans, certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”) and,
in the case of the [SPECIFIC LOAN], the [LOAN SPECIFIC] Trust B Note,
the Issuing Entity will issue to the Depositor pass-through certificates to be known as [CERTIFICATE CAPTION] (the “Certificates”).
The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined
herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.


 


The Class [PUBLICLY OFFERED CLASSES] Certificates
(the “Public Certificates”) will be sold by Purchaser to [UNDERWRITERS], as underwriters (in such capacities,
the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser and the Underwriters, dated as
of the date hereof (the “Underwriting Agreement”), and the Class [PRIVATELY OFFERED CLASSES] Certificates (the
“Private Certificates”) will be sold by Purchaser to [INITIAL PURCHASERS], as initial purchasers (in such capacities,
the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser and the Initial Purchasers,
dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates
for sale publicly pursuant to a Preliminary Prospectus dated [DATE] (the “Preliminary Prospectus”) and a Prospectus
dated [DATE] (the “Prospectus”), and the Initial Purchasers will offer the Private Certificates for sale in
transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum
dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated [DATE] (as supplemented
by the preliminary private placement memorandum supplement, dated [DATE], the “Preliminary Memorandum”).


 


In consideration of the mutual agreements
contained herein, Seller and Purchaser hereby agree as follows:


 


1.          AGREEMENT
TO PURCHASE.


 






    	 



    	 



    

 


 


1.1          Seller
agrees to sell, and Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule
(the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect
the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to the Mortgage Loans
is [DATE]; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage
Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during
[MONTH] 20[__] are deemed to have been due and received on [DATE] rather than the actual date of receipt. The Mortgage Loans will
have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during
or prior to [MONTH] 20[__], whether or not received, of $[_________]. The sale of the Mortgage Loans shall take place on [DATE]
or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). The purchase
price to be paid by Purchaser for the Mortgage Loans shall equal the amount to be set forth as such purchase price in the Bill
of Sale (substantially in the form of Exhibit 3 hereto), to be entered into between the parties to this Agreement in connection
with this Agreement and the issuance of the Certificates (the “Bill of Sale”). On the Closing Date, the Seller
shall cause to be delivered to the Depositor (i) an amount equal to the aggregate Interest Reserve Initial Deposit with respect
to the Mortgage Loans that accrue interest on an Actual/360 Basis, to be deposited by the Depositor into the Interest Reserve Account
on behalf of the Seller and for the benefit of the Issuing Entity, which Interest Reserve Initial Deposit for each such Mortgage
Loan represents an amount equal to [_____] days’ interest at the related Net Mortgage Rate on the related Stated Principal
Balance as of the Cut-off Date of such Mortgage Loan and (ii) an amount equal to the aggregate Initial Due Date Loan Initial Deposit,
if applicable, with respect to any applicable Mortgage Loan with an initial Due Date in [________] 20[__], to be deposited by the
Depositor into the Distribution Account on behalf of the Seller and for the benefit of the Trust which for each such Mortgage Loan
shall be an amount equal to [__] days of interest at the related Net Mortgage Rate on the related Stated Principal Balance of such
Mortgage Loan as of the Cut-Off Date. The purchase price shall be paid to Seller by wire transfer in immediately available funds
on the Closing Date.


 


1.2          On
the Closing Date, Purchaser will assign to the Trustee pursuant to the Pooling and Servicing Agreement all of its right, title
and interest in and to the Mortgage Loans and its rights under this Agreement (to the extent set forth in Section 14 hereof),
and the Trustee shall succeed to such right, title and interest in and to the Mortgage Loans and Purchaser’s rights under
this Agreement (to the extent set forth in Section 14 hereof).


 


2.          CONVEYANCE
OF MORTGAGE LOANS.


 


2.1          Effective
as of the Closing Date, subject only to receipt of the consideration referred to in Section 1 hereof and the satisfaction
of the conditions specified in Sections 6 and 7 hereof, Seller does hereby transfer, assign, set over and otherwise
convey to Purchaser, without recourse, except as specifically provided herein all the right, title and interest of Seller in and
to the Mortgage Loans identified on the Mortgage Loan Schedule as of the Closing Date, with the understanding that a servicing
rights purchase and sale agreement or comparable agreement may be executed by Seller and the Master Servicer. The Mortgage Loan
Schedule, as it may be amended from time to time on or prior to the Closing Date, shall conform to the requirements of this Agreement
and the Pooling and Servicing Agreement. In connection with such transfer and






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assignment, Seller shall deliver to the Trustee (or
the Custodian on its behalf), on behalf of Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in clause
2.2.1 hereof) for each Mortgage Loan and on or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 4 in favor of the Custodian (on behalf of the Trustee)
and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event of the failure or incapacity of
the Custodian (on behalf of the Trustee), the Special Servicer, to submit, or to cause the Custodian to submit for recording, at
the expense of Seller, any mortgage loan documents required to be recorded as described in the Pooling and Servicing Agreement
and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long
as original counterparts have previously been delivered to the Trustee (or the Custodian on its behalf)). Seller agrees to reasonably
cooperate with the Custodian, the Trustee and the Special Servicer in connection with any additional powers of attorney or revisions
thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney
shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence
of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier
of (i) the date that is [___] days following the delivery of notice of such absence to Seller, but in no event earlier than [__]
months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan.
The Custodian shall submit such documents for recording, at Seller’s expense, after the periods set forth above, provided,
the Custodian shall not submit such assignments for recording if Seller produces evidence that it has sent any such assignment
for recording and certifies that Seller is awaiting its return from the applicable recording office. In addition, not later than
the [__] day following the Closing Date, Seller shall deliver to the Trustee (or the Custodian on its behalf) each of the remaining
documents or instruments specified in Section 2.2 hereof (with such exceptions as are permitted by this Section 2)
with respect to each Mortgage Loan (each, a “Mortgage File”). (Seller acknowledges that the term “without
recourse” does not modify the duties of Seller under Section 5 hereof.)


 


2.2          All
Mortgage Files, or portions thereof, delivered prior to the Closing Date are to be held by the Trustee (or the Custodian on its
behalf) in escrow on behalf of Seller at all times prior to the Closing Date. The Mortgage Files shall be released from escrow
upon closing of the sale of the Mortgage Loans and payments of the purchase price therefor as contemplated hereby. The Mortgage
File for each Mortgage Loan shall contain the following documents:


 


2.2.1          The
original Mortgage Note bearing, or accompanied by, all prior or intervening endorsements, endorsed either in blank or to the order
of the Trustee in the following form: “[_________]” or if the original Mortgage Note is not included therein, then
a lost note affidavit, with a copy of the Mortgage Note attached thereto;


 


2.2.2          The
original Mortgage, with evidence of recording thereon, and, if the Mortgage was executed pursuant to a power of attorney, a certified
true copy of the power of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording
is customary in the jurisdiction in which such power of attorney was executed), or certified by a title insurance company or escrow
company to be a true copy thereof; provided that if such original Mortgage cannot be delivered with evidence of recording
thereon on or prior to the 45th day following the Closing Date because of a delay caused by the public recording office
where


 




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such original Mortgage has been delivered for recordation or because such original Mortgage has been lost after recordation,
Seller shall deliver or cause to be delivered to the Trustee (or the Custodian on its behalf) a true and correct copy of such Mortgage,
together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate (as defined below)
of Seller stating that such original Mortgage has been sent to the appropriate public recording official for recordation or (ii)
in the case of an original Mortgage that has been lost after recordation, a certification by the appropriate county recording office
where such Mortgage is recorded that such copy is a true and complete copy of the original recorded Mortgage;


 


2.2.3          The
originals of all agreements modifying a Money Term or other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon, or if any such original modification, consolidation or extension agreement has been delivered
to the appropriate recording office for recordation and either has not yet been returned on or prior to the 45th day
following the Closing Date with evidence of recordation thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by Seller together with (i) in the case of a delay caused by the public recording office,
an Officer’s Certificate of Seller stating that such original modification, consolidation or extension agreement has been
dispatched or sent to the appropriate public recording official for recordation or (ii) in the case of an original modification,
consolidation or extension agreement that has been lost after recordation, a certification by the appropriate county recording
office where such document is recorded that such copy is a true and complete copy of the original recorded modification, consolidation
or extension agreement, and the originals of all assumption agreements, if any;


 


2.2.4          An
original Assignment of Mortgage for the Mortgage Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of “[_________]” (or, in the case of an A/B Whole Loan or Loan Pair, substantially similar
language notating an assignment in favor of the Trustee (in such capacity and on behalf of the holders of any related B Note or
Serviced Companion Loan));


 


2.2.5          Originals
of all intervening assignments of Mortgage, if any, with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder’s office for recordation, certified true copies of such assignments of Mortgage
certified by Seller, or in the case of an original blanket intervening assignment of Mortgage retained by Seller, a copy thereof
certified by Seller or, if any original intervening assignment of Mortgage has not yet been returned on or prior to the [__] day
following the Closing Date from the applicable recording office or has been lost after recordation, a true and correct copy thereof,
together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate of Seller stating
that such original intervening assignment of Mortgage has been sent to the appropriate public recording official for recordation
or (ii) in the case of an original intervening assignment of Mortgage that has been lost after recordation, a certification by
the appropriate county recording office where such assignment is recorded that such copy is a true and complete copy of the original
recorded intervening assignment of Mortgage;


 


2.2.6          If
the related Assignment of Leases is separate from the Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment



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of Leases has not been returned on or prior to the 45th day following the Closing Date
from the applicable public recording office, a copy of such Assignment of Leases certified by Seller to be a true and complete
copy of the original Assignment of Leases submitted for recording, together with (i) an original of each assignment of such Assignment
of Leases with evidence of recording thereon and showing a complete recorded chain of assignment from the named assignee to the
holder of record, and if any such assignment of such Assignment of Leases has not been returned from the applicable public recording
office, a copy of such assignment certified by Seller to be a true and complete copy of the original assignment submitted for recording,
and (ii) an original assignment of such Assignment of Leases, in recordable form, signed by the holder of record in favor of “[_________]”
(or, in the case of an A/B Whole Loan or Loan Pair, substantially similar language notating an assignment in favor of the Trustee
(in such capacity and on behalf of the holders of any related B Note or Serviced Companion Loan)), which assignment may be effected
in the related Assignment of Mortgage;


 


2.2.7          The
original or a copy of each guaranty, if any, constituting additional security for the repayment of such Mortgage Loan;


 


2.2.8          The
original (which may be electronic) or a copy (which may be electronic) Title Insurance Policy or, if such Title Insurance Policy
has not been issued, an original binder or actual title commitment or a copy (which may be electronic) thereof certified by the
title company with the original (which may be electronic) or a copy (which may be electronic) Title Insurance Policy to follow
within [___] days of the Closing Date or a preliminary title report binding on the title company with an original (which may be
electronic) or a copy (which may be electronic) Title Insurance Policy to follow within [___] days of the Closing Date;


 


2.2.9          (A)
Uniform Commercial Code (“UCC”) financing statements (together with all assignments thereof) and (B) UCC-3 financing
statements to the Trustee delivered in connection with the Mortgage Loan;


 


2.2.10        Copies
of the related ground lease(s), space lease(s) or air rights lease(s), if any, related to any Mortgage Loan where the Mortgagor
is the lessee under any such lease and there is a lien in favor of the mortgagee in such lease;


 


2.2.11        Copies
of any loan agreements, lock-box agreements, co-lender agreements and intercreditor agreements (including, without limitation,
any Intercreditor Agreement or Non-Serviced Mortgage Loan Intercreditor Agreement, and a copy (that is, not the original) of the
mortgage note evidencing the related Serviced Companion Loan, Non-Serviced Companion Loan or B Note), if any, related to the Mortgage
Loan;


 


2.2.12        Either
(A) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which shall be assigned
to the Trustee and delivered to the Custodian on behalf of the Trustee on behalf of the Issuing Entity with a copy to be held by
the Master Servicer, and applied, drawn, reduced or released in accordance with documents evidencing or securing the applicable
Mortgage Loan and the Pooling and Servicing Agreement or (B) the original of each letter of credit, if any, constituting additional
collateral for such Mortgage Loan, which shall be held by the Master Servicer on behalf of the Trustee, with a


 






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copy to be held
by the Custodian on behalf of the Trustee, and applied, drawn, reduced or released in accordance with documents evidencing or securing
the applicable Mortgage Loan and the Pooling and Servicing Agreement (it being understood that Seller has agreed (a) that the proceeds
of such letter of credit belong to the Issuing Entity, (b) to notify, on or before the Closing Date, the bank issuing the letter
of credit that the letter of credit and the proceeds thereof belong to the Issuing Entity, and to use reasonable efforts to obtain
within [_____] days (but in any event to obtain within [__] days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Master Servicer (who shall forward a copy of such acknowledgement to
the Custodian and the Trustee) or a reissued letter of credit and (c) to indemnify the Issuing Entity for any liabilities, charges,
costs, fees or other expenses accruing from the failure of Seller to assign all rights in and to the letter of credit hereunder
including the right and power to draw on the letter of credit). In the case of clause (B) above, the Master Servicer has acknowledged
that any letter of credit held by the Master Servicer shall be held in its capacity as agent of the Issuing Entity, and if the
Master Servicer sells its rights to service the applicable Mortgage Loan, the Master Servicer has agreed to assign the applicable
letter of credit to the Issuing Entity or (with respect to any Specially Serviced Mortgage Loan) at the direction of the Special
Servicer to such party as the Special Servicer may instruct, in each case, at the expense of the Master Servicer. The Master Servicer
has agreed to indemnify the Issuing Entity for any loss caused by the ineffectiveness of such assignment;


 


2.2.13          The
original or a copy of the environmental indemnity agreement, if any, related to the Mortgage Loan;


 


2.2.14          Third-party
management agreements, if any, with respect to any Mortgaged Property;


 


2.2.15          Copies
of any Environmental Insurance Policy;


 


2.2.16          Copies
of any affidavit and indemnification agreement;


 


2.2.17          If
the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement, (a)
an original or a copy of any franchise, management or similar agreement provided to Seller in connection with the Seller’s
origination or acquisition of the Mortgage Loan; (b) a copy of any related estoppel certificate or any comfort letter delivered
by the franchisor for the benefit of the holder of the Mortgage Loan in connection with the Seller’s origination or acquisition
of the Mortgage Loan; and (c) if the related Mortgage Loan is a Franchise Mortgage Loan, a copy of the notice (to the extent such
a notice is required under the terms of the related franchise, management or similar agreement) to the related franchisor stating
that the Franchise Mortgage Loan has been transferred to the Issuing Entity and requesting a replacement comfort letter in favor
of the Issuing Entity (or any such new document or acknowledgement as may be contemplated under the existing comfort letter); and


 


2.2.18          With
respect to any Non-Serviced Mortgage Loan, a copy of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.


 


The original of each letter of credit referred
to in clause 2.2.12 above shall be delivered to the Master Servicer or the Custodian (as the case may be) within [___] Business




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Days of the Closing Date. In addition, a copy of any ground lease, space lease or air rights lease shall be delivered to the Master
Servicer within [___] days of the Closing Date.


 


“Officer’s Certificate”
shall mean a certificate signed by one or more of the Chairman of the Board, any Vice Chairman, the President, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer or any Assistant Treasurer.


 


Notwithstanding any of the foregoing to the
contrary, with respect to any Non-Serviced Mortgage Loan, (A) the preceding document delivery requirements shall be met by the
delivery by the Depositor of copies of the documents specified above (other than the Mortgage Notes (and all intervening endorsements)
respectively evidencing such Non-Serviced Mortgage Loan with respect to which the originals shall be required), including a copy
of the Non-Serviced Mortgage Loan Mortgage, and (B) the requirement to deliver any of the preceding documents in the name of the
Trustee shall be met by the delivery of such documents in the name of the Non-Serviced Mortgage Loan Trustee for the benefit of,
among others, the Trustee, as holder of such Non-Serviced Mortgage Loan.


 


2.3          The
Assignments of Mortgage and assignment of Assignment of Leases referred to in Sections 2.2.4 and 2.2.6(ii) hereof
may be in the form of a single instrument assigning the Mortgage and the Assignment of Leases to the extent permitted by applicable
law. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording or filing of
multiple assignments of mortgages, assignments of leases (to the extent separate from the mortgages) and assignments of UCC financing
statements, Seller shall execute, in accordance with Section 2.6 hereof, the assignments of mortgages, the assignments of
leases (to the extent separate from the mortgages) and the assignments of UCC financing statements relating to the Mortgage Loans
naming the Trustee on behalf of the Certificateholders as assignee. Notwithstanding the fact that such assignments of mortgages,
assignments of leases (to the extent separate from the assignments of mortgages) and assignments of UCC financing statements shall
name the Trustee on behalf of the Certificateholders as the assignee, the parties hereto acknowledge and agree that the Mortgage
Loans shall for all purposes be deemed to have been transferred from Seller to Purchaser and from Purchaser to the Trustee on behalf
of the Certificateholders.





 


2.4          If
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in
Sections 2.2.2, 2.2.3, 2.2.5 or 2.2.6 hereof (exclusive of Section 2.2.6(ii) hereof), with evidence
of recording thereon, solely because of a delay caused by the public recording office where such document or instrument has been
delivered for recordation within the 45 day period following the Closing Date, but Seller delivers a photocopy thereof (certified
by the appropriate county recorder’s office to be a true and complete copy of the original thereof submitted for recording),
to the Trustee within such 45 day period, Seller shall then deliver within [__] days after the Closing Date the recorded document
(or within such longer period after the Closing Date as the Trustee may consent to, which consent shall not be unreasonably withheld
so long as Seller is, as certified in writing to the Trustee no less often than monthly, in good faith attempting to obtain from
the appropriate county recorder’s office such original or photocopy).


 



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2.5          The
Trustee, as assignee or transferee of Purchaser, shall be entitled to all scheduled payments of principal due on the Mortgage Loans
after the Cut-Off Date, all other payments of principal collected after the Cut-Off Date (other than scheduled payments of principal
due on or before the Cut-Off Date), and all payments of interest on the Mortgage Loans allocable to the period commencing on the
Cut-Off Date. All scheduled payments of principal and interest due on or before the Cut-Off Date and collected after the Cut-Off
Date shall belong to, and shall promptly be remitted to, Seller.


 


2.6          Within
45 days following the Closing Date, other than with respect to any Non-Serviced Mortgage Loan, Seller shall deliver and Purchaser,
the Custodian (on behalf of the Trustee) or the agents of either may submit or cause to be submitted for recordation at the expense
of Seller, in the appropriate public office for real property records, each assignment referred to in clauses 2.2.4 and
2.2.6(ii) above. Within [__] days following the Closing Date, other than with respect to any Non-Serviced Mortgage Loan,
Seller shall deliver and Purchaser, the Custodian (on behalf of the Trustee) or the agents of either may submit or cause to be
submitted for filing, at the expense of Seller, in the appropriate public office for UCC financing statements, the assignment referred
to in clause 2.2.9(B). Each such assignment shall reflect that it should be returned by the public recording office to the
Custodian (on behalf of the Trustee) following recording or filing; provided that in those instances where the public recording
office retains the original Assignment of Mortgage, assignment of Assignment of Leases or assignment of UCC financing statements,
the Seller shall obtain therefrom a certified copy of the recorded original and forward such copy to the Custodian (on behalf of
the Trustee) and the Special Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case
may be, because of a defect therein, Seller shall prepare a substitute therefor or cure such defect, and Seller shall, at its own
expense (except in the case of a document or instrument that is lost by the Custodian), record or file, as the case may be, and
deliver such document or instrument in accordance with this Section 2.


 


2.7          Documents
that are in the possession of Seller, its agents or its subcontractors that relate to the Mortgage Loans and that are not required
to be delivered to the Trustee (or the Custodian on its behalf) shall be shipped by Seller to or at the direction of the Master
Servicer, on behalf of Purchaser, on or prior to the 45th day after the Closing Date, in accordance with Section
2.01(g) of the Pooling and Servicing Agreement, if applicable.


 


2.8          The
documents required to be delivered to the Master Servicer shall include copies of the mortgage documents listed in the definition
of “Mortgage File” relating to the applicable Mortgage Loan and shall also include, to the extent required to be (and
actually) delivered to Seller pursuant to the applicable Mortgage Loan documents, copies of the following items: any guaranty/indemnity
agreement, any insurance policies or certificates, as applicable, any property inspection reports, any financial statements on
the property, any escrow analysis, any tax bills, any Appraisal, any environmental report, any engineering report, third-party
management agreements, any asset summary and financial information on the Borrower/sponsor and any guarantors. Notwithstanding
the foregoing, Seller shall not be required to deliver any draft documents, or any attorney-client communications that are privileged
communications or constitute legal or other due diligence analyses or attorney work product, or internal communications of Seller
or its affiliates among themselves or with their respective attorneys, or credit underwriting or other analyses or data (and, if
any such items are received, they shall be


 






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returned and any copies thereof destroyed). Delivery of any of the foregoing documents
to any sub-servicer shall be deemed a delivery to the Master Servicer and satisfy Seller’s obligations under this subparagraph.


 


2.9          Upon
the sale of the Mortgage Loans by Seller to Purchaser pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage
and the other contents of the related Mortgage File shall be vested in Purchaser and its assigns, and the ownership of all records
and documents with respect to the related Mortgage Loan prepared by or that come into the possession of Seller shall immediately
vest in Purchaser and its assigns, and shall be delivered promptly by Seller to the Trustee (or the Custodian on its behalf) or
the Master Servicer as set forth herein, subject to the requirements of the Pooling and Servicing Agreement. Seller’s and
Purchaser’s records shall reflect the transfer of each Mortgage Loan from Seller to Purchaser and its assigns as a sale.


 


2.10        It
is the express intent of the parties hereto that the conveyance of the Mortgage Loans and related property to Purchaser by Seller
as provided in this Section 2 be, and be construed as, an absolute sale of the Mortgage Loans and related property. It is,
further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans and related property by
Seller to Purchaser to secure a debt or other obligation of Seller. However, if, notwithstanding the intent of the parties, the
Mortgage Loans or any related property are held to be the property of Seller, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans or any related property, then:


 


2.10.1     this
Agreement shall be deemed to be a security agreement; and


 


2.10.2     the
conveyance provided for in this Section 2 shall be deemed to be a grant by Seller to Purchaser of, and Seller hereby grants
to Purchaser, a security interest in all of Seller’s right, title, and interest, whether now owned or existing or hereafter
acquired or arising, in, to and under:


 


A.          All
accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting of, arising from or relating to any of the following property:
the Mortgage Loans identified on the Mortgage Loan Schedule, including the related Mortgage Notes, Mortgages, security agreements,
and title, hazard and other insurance policies, all distributions with respect thereto payable after the Cut-Off Date, all substitute
or replacement Mortgage Loans and all distributions with respect thereto, and the Mortgage Files;


 


B.          All
accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, investment property and other rights arising from or by virtue of the disposition of, or
collections with respect to, or insurance proceeds payable with respect to, or claims against other Persons with respect to, all
or any part of the collateral described in clause (A) above (including any accrued discount realized on liquidation of any investment
purchased at a discount); and


 



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C.          All
cash and non-cash proceeds of the collateral described in clauses (A) and (B) above.


 


2.11          The
possession by Purchaser or its designee (including, with respect to any Non-Serviced Mortgage Loan, the Non-Serviced Mortgage Loan
Trustee for the benefit of, among others, the Trustee, as holder of such Non-Serviced Mortgage Loan) of the Mortgage Notes, the
Mortgages, and such other goods, letters of credit, advices of credit, instruments, money, documents, chattel paper or certificated
securities shall be deemed to be possession by the secured party or possession by a purchaser for purposes of perfecting the security
interest pursuant to the UCC (including, without limitation, Section 9-313 thereof) as in force in the relevant jurisdiction. Notwithstanding
the foregoing, Seller makes no representation or warranty as to the perfection of any such security interest.


 


2.12          Notifications
to Persons holding such property, and acknowledgments, receipts, or confirmations from persons holding such property, shall be
deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents
of, or Persons holding for, Purchaser or its designee, as applicable, for the purpose of perfecting such security interest under
applicable law.


 


2.13          The
Seller hereby agrees to provide the Purchaser with prompt notice of any information it receives which indicates that the transfer
of each Mortgage Loan from the Seller to the Purchaser may not be treated as a sale. The Seller shall, to the extent consistent
with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the property described above, such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout the term of the Agreement. In such case, the Seller
hereby authorizes the Master Servicer, the Trustee and the Custodian to file all filings necessary to maintain the effectiveness
of any original filings necessary under the UCC as in effect in any jurisdiction to perfect such security interest in such property.
In connection herewith, the Purchaser shall have all of the rights and remedies of a secured party and creditor under the UCC as
in force in the relevant jurisdiction.


 


2.14          Notwithstanding
anything to the contrary contained herein, and subject to Section 2.1 hereof, Purchaser shall not be required to purchase
any Mortgage Loan as to which any Mortgage Note (endorsed as described in clause 2.2.1 hereof) required to be delivered
to the Trustee (or the Custodian on its behalf) or the Master Servicer pursuant to this Section 2 on or before the Closing
Date is not so delivered, or is not properly executed or is defective on its face, and Purchaser’s acceptance of the related
Mortgage Loan on the Closing Date shall in no way constitute a waiver of such omission or defect of Purchaser’s or its successors’
and assigns’ rights in respect thereof pursuant to Section 5 hereof.


 


2.15          The
Seller shall not (i) re-acquire the Mortgage Loans or any portion thereof or interest therein (other than as required in order
to comply with its obligations under this Agreement) or (ii) acquire any Certificates or interests therein in amounts that may
cause the Seller to recognize the Mortgage Loans (or any portion thereof) as an asset of such Seller in its books and records.
The Seller has internal accounting and finance controls in place to, in each case (a) monitor any such re-acquisition of the Mortgage
Loans or acquisition of the Certificates 



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and (b) prevent any such recognition of the Mortgage Loans (or any portion thereof) as
an asset of the Seller. In the event the Seller is required to recognize the Mortgage Loans (or any portion thereof) as an asset
of the Seller for tax and/or accounting purposes, the Seller shall take immediate corrective action, such that the Mortgage Loans
shall not be treated as an asset of the Seller for tax or accounting purposes.


 


2.16          The
Seller (solely in respect of the Franchise Mortgage Loans it is selling to the Depositor) or its designee shall, within [__] days
of the Closing Date (or any shorter period if required by the applicable comfort letter) and with a copy to the Master Servicer,
notify the related franchisor in writing that such Franchise Mortgage Loan has been transferred to the Issuing Entity and request
a replacement comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter).


 


3.          EXAMINATION
OF MORTGAGE FILES AND DUE DILIGENCE REVIEW.


 


3.1          Seller
shall (i) deliver to Purchaser on or before the Closing Date a diskette acceptable to Purchaser that contains such information
about the Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to Purchaser on or before the Closing Date investor
files (collectively the “Collateral Information”) with respect to the assets proposed to be included in the
Issuing Entity and made available at Purchaser’s headquarters in New York, and (iii) otherwise cooperate fully with Purchaser
in its examination of the credit files, underwriting documentation and Mortgage Files for the Mortgage Loans and its due diligence
review of the Mortgage Loans. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination
of the credit files, underwriting documentation or Mortgage Files for the Mortgage Loans shall not affect the right of Purchaser
or the Trustee to cause Seller to cure any Material Document Defect or Material Breach (each as defined below), or to repurchase
or replace the defective Mortgage Loans pursuant to Section 5 hereof.


 


3.2          On
or prior to the Closing Date, Seller shall allow representatives of Purchaser and any designees thereof to examine and audit
all books, records and files pertaining to the Mortgage Loans, Seller’s underwriting procedures and Seller’s ability
to perform or observe all of the terms, covenants and conditions of this Agreement. Such examinations and audits shall take place
upon reasonable prior advance notice at one or more offices of Seller during normal business hours and shall not be conducted in
a manner that is disruptive to Seller’s normal business operations. In the course of such examinations and audits, Seller
will make available to such representatives of Purchaser and any designees thereof reasonably adequate facilities, as well as the
assistance of a sufficient number of knowledgeable and responsible individuals who are familiar with the Mortgage Loans and the
terms of this Agreement, and Seller shall cooperate fully with any such examination and audit in all material respects. On or prior
to the Closing Date, Seller shall provide Purchaser with all material information regarding Seller’s financial condition
and access to knowledgeable financial or accounting officers for the purpose of answering questions with respect to Seller’s
financial condition, financial statements as provided to Purchaser or other developments affecting Seller’s ability to consummate
the transactions contemplated hereby or otherwise affecting Seller in any material respect. Within [__] days after the Closing
Date, Seller shall provide the Master Servicer with any additional information identified by the Master Servicer as necessary to
complete the CREFC® Property File, to the extent that such information is available to Seller.


 



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3.3          Purchaser
may exercise any of its rights hereunder through one or more designees or agents, provided Purchaser has provided Seller with prior
notice of the identity of such designee or agent.


 


3.4          Purchaser
shall keep confidential any information regarding Seller and, to the extent required pursuant to the terms of the Pooling and Servicing
Agreement, the Mortgage Loans that has been delivered into Purchaser’s possession and that is not otherwise publicly available;
provided, that such information shall not be kept confidential (and the right to require confidentiality under any confidentiality
agreement is hereby waived) to the extent Purchaser deems such information necessary and appropriate or required to be included
in the Preliminary Memorandum, the Final Memorandum, the Prospectus, the Free Writing Prospectus (as defined in the Pooling and
Servicing Agreement) or any other disclosure document relating to the Certificates or Purchaser is required by law or court order
to disclose such information. If Purchaser is required or otherwise deems it necessary and appropriate to disclose in the Free
Writing Prospectus, the Preliminary Memorandum, the Final Memorandum, the Prospectus or any other disclosure document relating
to the Certificates confidential information regarding Seller as described in the preceding sentence, Purchaser shall provide to
Seller a copy of the proposed form of such disclosure prior to making such disclosure and Seller shall promptly, and in any event
within [_____] Business Days, notify Purchaser of any inaccuracies therein, in which case Purchaser shall modify such form in a
manner that corrects such inaccuracies. If Purchaser is required by law or court order to disclose confidential information regarding
Seller as described in the second preceding sentence, Purchaser shall notify Seller and cooperate in Seller’s efforts to
obtain a protective order or other reasonable assurance that confidential treatment will be accorded such information and, if in
the absence of a protective order or such assurance, Purchaser is compelled as a matter of law to disclose such information, Purchaser
shall, prior to making such disclosure, advise and consult with Seller and its counsel as to such disclosure and the nature and
wording of such disclosure and Purchaser shall use reasonable efforts to obtain confidential treatment therefor. Notwithstanding
the foregoing, if reasonably advised by counsel that Purchaser is required by a regulatory agency or court order to make such disclosure
immediately, then Purchaser shall be permitted to make such disclosure without prior review by Seller and shall give Seller prompt
notice of such disclosure.


 


4.          REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER AND PURCHASER.


 


4.1          To
induce Purchaser to enter into this Agreement, Seller hereby makes for the benefit of Purchaser and its assigns with respect to
each Mortgage Loan as of the date hereof (or as of such other date specifically set forth in the particular representation and
warranty) each of the representations and warranties set forth on Exhibit 2 hereto, except as otherwise set forth on Schedule
2-A attached to such Exhibit 2, and hereby further represents, warrants and covenants to Purchaser as of the date hereof that:


 


4.1.1          Seller
is duly organized and validly exists as a [_____] in good standing under the laws of [_____]. Seller has the requisite power and
authority and legal right to own the Mortgage Loans and to transfer and convey the Mortgage Loans to Purchaser and has the requisite
power and authority to execute and deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions
of, this Agreement.


 



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4.1.2          This
Agreement has been duly and validly authorized, executed and delivered by Seller, and assuming the due authorization, execution
and delivery hereof by Purchaser, this Agreement constitutes the valid, legal and binding agreement of Seller, enforceable in accordance
with its terms, except as such enforcement may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership
or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless
of whether such enforcement is considered in a proceeding in equity or at law) or (D) 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 from liabilities under applicable securities laws.


 


4.1.3          No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required, under federal or state law, for the execution, delivery and performance of or compliance by Seller with this Agreement,
or the consummation by Seller of any transaction contemplated hereby, other than (A) such qualifications as may be required under
state securities or blue sky laws, (B) the filing or recording of financing statements, instruments of assignment and other similar
documents necessary in connection with Seller’s sale of the Mortgage Loans to Purchaser, (C) such consents, approvals, authorizations,
qualifications, registrations, filings or notices as have been obtained and (D) where the lack of such consent, approval, authorization,
qualification, registration, filing or notice would not have a material adverse effect on the performance by Seller under this
Agreement.


 


4.1.4          Neither
the transfer of the Mortgage Loans to Purchaser, nor the execution, delivery or performance of this Agreement by Seller, conflicts
or will conflict with, results or will result in a breach of, or constitutes or will constitute a default under (A) any term or
provision of Seller’s articles of organization or by-laws, (B) any term or provision of any material agreement, contract,
instrument or indenture to which Seller is a party or by which it or any of its assets is bound or results in the creation or imposition
of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or
other instrument, other than pursuant to this Agreement, or (C) after giving effect to the consents or taking of the actions contemplated
in Section 4.1.3 hereof, any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over Seller or its assets, except where in any of the instances contemplated by clauses (B) or (C)
above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material
adverse effect on the consummation of the transactions contemplated hereby by Seller or its ability to perform its obligations
and duties hereunder or result in any material adverse change in the business, operations, financial condition, properties or assets
of Seller, or in any material impairment of the right or ability of Seller to carry on its business substantially as now conducted.


 


4.1.5          There
are no actions or proceedings against, or investigations of, Seller pending or, to Seller’s knowledge, threatened in writing
against Seller before any court, administrative agency or other tribunal, the outcome of which could reasonably be expected to
materially and adversely affect the transfer of the Mortgage Loans to Purchaser or the execution or delivery by, or enforceability
against, Seller of this Agreement or have an effect on the


 






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financial condition of Seller that would materially and adversely affect
the ability of Seller to perform its obligations under this Agreement.


 


4.1.6          On
the Closing Date, the sale of the Mortgage Loans pursuant to this Agreement will effect a transfer by Seller of all of its right,
title and interest in and to the Mortgage Loans to Purchaser.


 


4.1.7          To
Seller’s knowledge, the information in the Preliminary Prospectus, the Prospectus, the Preliminary Memorandum and the Final
Memorandum as to which the Seller is providing indemnification pursuant to that certain indemnification agreement, dated the date
hereof, between Seller, Purchaser, the Underwriters, and the Initial Purchasers (the “Indemnification Agreement”,
and such information the “Seller’s Information”) does not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein (solely in the case of the Prospectus) or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The Seller has complied with
the disclosure requirements of Regulation AB that arise from its role as “originator” and “sponsor” (or,
if Seller was not the originator with respect to any Mortgage Loan, the role of the related originator as “originator”)
in connection with the issuance of the Public Certificates. The review described under “Transaction Parties – The Sponsors
and Mortgage Loan Sellers – UBS Real Estate Securities Inc. – Review of UBSRES Loans” in the Prospectus was designed
and effected to provide reasonable assurance that the disclosure regarding the Mortgage Loans in the Prospectus is accurate in
all material respects. Notwithstanding anything contained herein to the contrary, this subparagraph 4.1.7 shall run exclusively
to the benefit of Purchaser and no other party.


 


4.1.8          The
Seller hereby agrees to deliver to the Purchaser and to the Certificate Administrator or the Trustee, as applicable, any Additional
Form 10-D Disclosure, any Additional Form 10-K Disclosure and any Form 8-K Disclosure Information set forth next to the Seller’s
name on Exhibit BB, Exhibit CC or Exhibit DD of the Pooling and Servicing Agreement (in formatting reasonably appropriate for inclusion
in such form) (collectively, “Seller Reporting Information”); provided, that the Seller Reporting Information
shall not be exclusive of any additional disclosure items specifically related to the Seller or any related Mortgage Loan originator
that may be added to Form 10-K, Form 10-D or Form 8-K subsequent to the date hereof that are required to be included in the Exchange
Act reports related to the Issuing Entity if the Depositor or the Certificate Administrator provides the Seller with notice of
such additional requirements. The Seller shall use its best efforts to deliver proposed disclosure language relating to any such
event described under Items 1100(e), 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Certificate Administrator
or the Trustee, as applicable, and the Purchaser within [_____] Business Day and in any event no later than [_____] Business Days
of the Seller becoming aware of such event and shall provide disclosure relating to any other Seller Reporting Information required
to be disclosed by Seller pursuant to this Section 4.1.8 on Form 8-K, Form 10-D or Form 10-K within [_____] Business Days
following the Purchaser’s request for such disclosure language. In connection with providing such disclosure language and
Seller’s reporting obligations under Item 1119 of Regulation AB, upon reasonable request by Seller, Purchaser shall provide
Seller with a list of all parties to the Pooling and Servicing Agreement and any Servicing Function Participant with respect to
which it has received notice pursuant to the terms of the Pooling and Servicing Agreement. The obligation of the Seller to


 



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provide
the above-referenced disclosure materials shall be suspended (for so long as neither the Issuing Entity nor, with respect to any
Serviced Companion Loan related to a Serviced Pari Passu Mortgage Loan sold to the Issuing Entity by the Seller, the trust in the
related Other Securitization, is subject to the reporting requirements of the Exchange Act), as to any fiscal year, upon the Certificate
Administrator or the Trustee, as applicable, filing the form necessary to be filed with the Commission to suspend the Issuing Entity’s
reporting obligations under the Exchange Act as to that fiscal year in accordance with Section 11.08 of the Pooling
and Servicing Agreement or the reporting requirements with respect to the Trust under the Exchange Act have otherwise been automatically
suspended; provided, that for the avoidance of doubt, the suspension of such information reporting does not apply to Seller
Reporting Information that is required to be provided for the fiscal year prior to suspension of the Issuing Entity’s reporting
requirements under the Exchange Act (including Additional Form 10-K Disclosure required to be disclosed on the Form 10-K related
to the fiscal year preceding the year in which the form necessary to be filed with the Commission to suspend the Issuing Entity’s
reporting obligations under the Exchange Act was filed). The Purchaser shall provide the Seller with notice (which notice may be
sent via facsimile or by email) if the Certificate Administrator or the Trustee, as applicable, does file the form necessary to
be filed with the Commission to suspend the Issuing Entity’s reporting obligations under the Exchange Act pursuant to Section
11.08 of the Pooling and Servicing Agreement. The Seller hereby acknowledges that the information to be provided by it pursuant
to this Section will be used in the preparation of reports meeting the reporting requirements of the Issuing Entity under Section
13(a) and/or Section 15(d) of the Exchange Act.


 


4.1.9           To
induce Purchaser to enter into this Agreement, Seller hereby covenants that the foregoing representations and warranties and those
set forth on Exhibit 2 hereto, subject to the exceptions set forth in Schedule 2-A to Exhibit 2, will be true
and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date.


 


4.1.10         With
respect to each Mortgage Loan, the Seller shall deliver 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;


 


4.1.11         Upon
written request of the Asset Representations Reviewer, it 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;


 


4.1.12         The
Seller acknowledges and agrees that in the event an Enforcing Party elects a Resolution Method pursuant to Section 2.04(b) 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;
[and]


 



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4.1.13          [The
Seller shall timely deliver (or cause any Originator of the Mortgage Loans to timely deliver) to the Certificate Administrator
each Retention Certificate required to be delivered pursuant to Section 3.33 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 cause its transferee or the transferee of such Originator to deliver any Retention Certificate
required pursuant to Section 3.33 of the Pooling and Servicing Agreement; and][Applicable to offerings on or after December 24,
2016]


 


4.1.14          Except
for the agreed-upon procedures report obtained from the accounting firm engaged to provide procedures involving a comparison of
information in loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the “Accountants’
Due Diligence Report”), the Mortgage Loan Seller has not obtained (and, through and including the Closing Date, will
not obtain without the consent of the Purchaser) any “third party due diligence report” (as defined in Rule 15Ga-2
under the Exchange Act) in connection with the transactions contemplated herein and in the Prospectus and Private Placement Memorandum
and, except for the accountants with respect to the Accountants’ Due Diligence Report, the Mortgage Loan Seller has not employed
(and, through and including the Closing Date, will not employ without the consent of the Purchaser) any third party to engage in
any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act in
connection with the transactions contemplated herein and in the Prospectus and Private Placement Memorandum. The Underwriters and
Initial Purchasers are third-party beneficiaries of the provisions set forth in this Section 4.1.14.


 


Each of the representations, warranties
and covenants made by Seller pursuant to this Section 4.1 shall survive the sale of the Mortgage Loans and shall continue
in full force and effect notwithstanding any restrictive or qualified endorsement on the Mortgage Notes.


 


4.2          To
induce Seller to enter into this Agreement, Purchaser hereby represents and warrants to Seller as of the date hereof:


 


4.2.1          Purchaser
is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware with full power
and authority to carry on its business as presently conducted by it.


 


4.2.2          Purchaser
has full power and authority to acquire the Mortgage Loans, to execute and deliver this Agreement and to enter into and consummate
all transactions contemplated by this Agreement. Purchaser has duly and validly authorized the execution, delivery and performance
of this Agreement and has duly and validly executed and delivered this Agreement. This Agreement, assuming due authorization, execution
and delivery by Seller, constitutes the valid, legal and binding obligation of Purchaser, enforceable against it in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law.


 



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4.2.3          No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required, under federal or state law, for the execution, delivery and performance of or compliance by Purchaser with this Agreement,
or the consummation by Purchaser of any transaction contemplated hereby that has not been obtained or made by Purchaser.


 


4.2.4          Neither
the purchase of the Mortgage Loans nor the execution, delivery and performance of this Agreement by Purchaser will violate Purchaser’s
certificate of incorporation or by-laws or constitute a default (or an event that, with notice or lapse of time or both, would
constitute a default) under, or result in a breach of, any material agreement, contract, instrument or indenture to which Purchaser
is a party or that may be applicable to Purchaser or its assets.


 


4.2.5          Purchaser’s
execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute
a violation of any law, rule, writ, injunction, order or decree of any court, or order or regulation of any federal, state or municipal
government agency having jurisdiction over Purchaser or its assets, which violation could materially and adversely affect the condition
(financial or otherwise) or the operation of Purchaser or its assets or could materially and adversely affect its ability to perform
its obligations and duties hereunder.


 


4.2.6          There
are no actions or proceedings against, or investigations of, Purchaser pending or, to Purchaser’s knowledge, threatened against
Purchaser before any court, administrative agency or other tribunal, the outcome of which could reasonably be expected to adversely
affect the transfer of the Mortgage Loans, the issuance of the Certificates, the execution, delivery or enforceability of this
Agreement or have an effect on the financial condition of Purchaser that would materially and adversely affect the ability of Purchaser
to perform its obligations under this Agreement.


 


4.2.7          Purchaser
has not dealt with any broker, investment banker, agent or other person, other than Seller, the Underwriters, the Initial Purchasers
and their respective affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage
Loans or consummation of any of the transactions contemplated hereby.


 


4.2.8          The
Purchaser (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and
conclusions of the Accountants’ Due Diligence Report and meeting the requirements of that Form 15G, Rule 15Ga-2, any other
rules and regulations of the Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the
Underwriters and Initial Purchasers at least [___] Business Days before the first sale in the offering contemplated by the Offering
Documents; and (C) furnished each such Form 15G to the Commission on EDGAR at least five (5) Business Days before the first sale
in the offering contemplated by the Offering Documents as required by Rule 15Ga-2.


 


To induce Seller to enter into this Agreement,
Purchaser hereby covenants that the foregoing representations and warranties will be true and correct in all material respects
on and as of the Closing Date with the same effect as if made on the Closing Date.


 



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Each of the representations and warranties made by Purchaser pursuant to this Section 4.2 shall survive
the purchase of the Mortgage Loans.


 


5.           REMEDIES
UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER.




 


5.1          It
is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether
directly or by way of Purchaser’s assignment of its rights hereunder to the Trustee, the representations and warranties set
forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).


 


5.2          It
is hereby further acknowledged that if any document required to be delivered to the Trustee (or the Custodian on its behalf) pursuant
to Section 2 hereof is not delivered as and when required, not properly executed or is defective on its face, or if there
is a breach of any of the representations and warranties required to be made by Seller regarding the characteristics of the Mortgage
Loans and/or the related Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case (i) the defect or breach
materially and adversely affects the interests of the holders of the Certificates in the related Mortgage Loan or (ii) both (A)
the defect or breach materially and adversely affects the value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (any such defect described in the preceding clause (i) or (ii), a “Material
Document Defect” and any such breach described in the preceding clause (i) or (ii), a “Material Breach”),
the Pooling and Servicing Agreement requires any party thereunder that determines such Material Document Defect or Material Breach
exists, to promptly so notify Seller, among others, in writing. Seller may or, following receipt of a request to cure the related
Material Document Defect or Material Breach as provided under the Pooling and Servicing Agreement by a party thereto (a “Cure
Request”), Seller shall, not later than 90 days from Seller’s receipt of the notice of, and a Cure Request with
respect to, such Material Document Defect or Material Breach, cure such Material Document Defect or Material Breach, as the case
may be, in all material respects; provided, that if such Material Document Defect or Material Breach, as the case may be,
cannot be corrected or cured in all material respects within such 90 day period, and such Material Document Defect or Material
Breach would not cause the Mortgage Loan to be other than a “qualified mortgage” (as defined in the Code) but Seller
is diligently attempting to effect such correction or cure, as certified by Seller in an Officer’s Certificate delivered
to the Trustee and the Custodian, then the cure period will be extended for an additional 90 days unless, solely in the case of
a Material Document Defect, (x) the Mortgage Loan is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or clause (v) of the definition of “Servicing Transfer
Event” in the Pooling and Servicing Agreement and (y) the Material Document Defect was identified in a certification delivered
to Seller by the Custodian (on behalf of the Trustee) pursuant to Section 2.02 of the Pooling and Servicing Agreement not less
than [__] days prior to the Seller’s receipt of the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to Seller pursuant to Section 2.02 of the Pooling and Servicing
Agreement or otherwise nor possession of such certification or schedule by Seller shall, in and of itself, constitute delivery
of notice of any Material Document Defect or knowledge or awareness by Seller, the Master Servicer or the Special Servicer of any
Material Document Defect listed therein.


 



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5.3          Seller
hereby covenants and agrees that, if any such Material Document Defect or Material Breach that exists cannot be corrected or cured
in all material respects or Seller otherwise fails to correct or cure within the above cure periods, Seller shall, on or before
the termination of such cure periods, either (i) repurchase the affected Mortgage Loan or REO Mortgage Loan (or interest therein)
from Purchaser or its assignee at the Purchase Price as defined in the Pooling and Servicing Agreement, or (ii) if within the [_____]-month
period commencing on the Closing Date (or prior to the [_____] anniversary of the Closing Date if the related Mortgage Loan is
a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section
1.860G-2(f)), at its option replace, without recourse (other than the representations and warranties made with respect thereto),
any Mortgage Loan or REO Mortgage Loan to which such defect relates with a Qualifying Substitute Mortgage Loan. If such Material
Document Defect or Material Breach would cause the Mortgage Loan to be other than a “qualified mortgage” (as defined
in the Code), then notwithstanding the previous sentence or the previous paragraph, the cure, repurchase or substitution must occur
within [__] days from the date Seller was notified of the defect or breach; provided, that in any event, any such cure,
repurchase or substitution must occur no later than [__] days from the date of determination of the existence of a Material Document
Defect or Material Breach as determined in Section 5.2 hereof. Seller agrees that any substitution shall be completed in
accordance with the terms, conditions and requirements of the Pooling and Servicing Agreement, including the payment of a substitution
shortfall amount equal to the excess, if any, of the applicable Purchase Price for the Mortgage Loan or REO Mortgage Loan to be
replaced, over the Stated Principal Balance of the applicable Qualifying Substitute Mortgage Loan (together with any additional
amounts specified in the Pooling and Servicing Agreement).


 


Notwithstanding the foregoing provisions
of this Section 5.3, in lieu of the Seller performing its obligations with respect to any Material Breach or Material Document
Defect provided in this Section 5.3, to the extent that the Seller and the Purchaser (or, following the assignment of the
Mortgage Loans to the Trust Fund, the Special Servicer on behalf of the Trust Fund, and, if no Control Termination Event has occurred
and is continuing, with the consent of the Controlling Class Representative) are able to agree upon a cash payment payable by the
Seller to the Purchaser (or its assignee) that would be deemed sufficient to compensate the Purchaser (or its assignee) 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 its assignee); 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 Code Section 860G(a)(3),
may not be cured by a Loss of Value Payment. [The Loss of Value Payment shall include the portion of any Liquidation Fees payable
to the Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset
Representations Reviewer attributable to the Asset Review of such Mortgage Loan.] Upon its making such payment, the Seller shall
be deemed to have cured such Material Breach or Material Document Defect in all respects. Provided such payment is made, this paragraph
describes the sole remedy available to the Purchaser and its assignees regarding any such Material Breach or Material Document
Defect, and the Seller shall not be obligated to repurchase or replace the related Mortgage Loan or otherwise cure such Material
Breach or Material Document Defect.


 


5.4          If
(x) a Mortgage Loan is to be repurchased or replaced as contemplated above (a “Defective Mortgage Loan”), (y)
such Defective Mortgage Loan is cross-collateralized and






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cross-defaulted with one or more other Mortgage Loans (such Defective
Mortgage Loan and such other Mortgage Loans, collectively, “Crossed Mortgage Loans”) 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 such other
Crossed Mortgage 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 Mortgage
Loan for purposes of the above provisions, and Seller shall be obligated to repurchase or replace each such other Crossed Mortgage
Loan in accordance with the provisions above, unless, in the case of such breach or document defect, (A) Seller provides a Nondisqualification
Opinion to the Trustee at the expense of Seller and (B) both of the following conditions would be satisfied if Seller were to repurchase
or replace only those Mortgage Loans as to which a Material Breach or Material Document Defect had occurred without regard to this
paragraph (the “Affected Loan(s)”): (i) the Debt Service Coverage Ratio for all those Crossed Mortgage Loans
(excluding the Affected Loan(s)) for the [_____] calendar quarters immediately preceding the repurchase or replacement is not less
than the lesser of (A) [___]x below the debt service coverage ratio for all such Crossed Mortgage Loans (including the Affected
Loans(s)) set forth in Annex A-1 to the Prospectus and (B) the Debt Service Coverage Ratio for all such Crossed Mortgage Loans
(including the Affected Loan(s)) for the [_____] preceding calendar quarters preceding the repurchase or replacement, and (ii)
the Loan-to-Value Ratio for all such Crossed Mortgage Loans (excluding the Affected Loan(s)) is not greater than the greater of
(A) the loan-to-value ratio, expressed as a whole number (taken to one decimal place), for all such Crossed Mortgage Loans (including
the Affected Loan(s)) set forth in Annex A-1 to the Prospectus plus [__]% and (B) the Loan-to-Value Ratio for all such Crossed
Mortgage Loans (including the Affected Loans(s)), at the time of repurchase or replacement. The determination of the Master Servicer
as to whether the conditions set forth above have been satisfied shall be conclusive and binding in the absence of manifest error.
The Master Servicer will be entitled to cause to be delivered, or direct Seller to (in which case Seller shall) cause to be delivered
to the Master Servicer, an Appraisal of any or all of the related Mortgaged Properties for purposes of determining whether the
condition set forth in clause (ii) above has been satisfied, in each case at the expense of Seller if the scope and cost of the
Appraisal is approved by Seller (such approval not to be unreasonably withheld).


 


5.5          With
respect to any Defective Mortgage Loan, to the extent that Seller is required to repurchase or substitute for such Defective Mortgage
Loan in the manner set forth in Section 5.4 while the Custodian (on behalf of the Trustee, as assignee of Purchaser) continues
to hold any related Crossed Mortgage Loan, Seller and Purchaser hereby agree to forebear from enforcing any remedies against the
other’s Primary Collateral but may exercise remedies against the Primary Collateral securing their respective Mortgage Loans,
including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as
such exercise does not impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to exercise its remedies with respect to the Primary Collateral
securing the Mortgage Loan or Mortgage Loans held by such party, then both parties shall forbear from exercising such remedies
until the loan documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with the
Pooling and Servicing 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 the Crossed Mortgage Loans shall be allocated between such






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Mortgage Loans in accordance
with the Mortgage Loan documents, or otherwise on a pro rata basis based upon their outstanding principal balances. All other terms
of the Mortgage Loans shall remain in full force and effect, without any modification thereof. The Mortgagors set forth on Schedule
A hereto are intended third-party beneficiaries of the provisions set forth in Section 5.4 and this Section 5.5.
The provisions of this paragraph and the preceding paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor’s consent.


 


5.6          Any
of the following document defects shall be conclusively presumed to materially and adversely affect the interests of Certificateholders
in a Mortgage Loan and be a Material Document Defect: (a) the absence from the Mortgage File of the original signed Mortgage Note,
unless the Mortgage File contains a signed lost note affidavit and indemnity that appears to be regular on its face (if such absence
results from Seller’s failure to deliver such item); (b) the absence from the Mortgage File of the original signed Mortgage
(or, with respect to any Non-Serviced Mortgage Loan, a copy thereof) that appears to be regular on its face, unless there is included
in the Mortgage File a certified copy of the Mortgage by the local authority with which the Mortgage was recorded (if such absence
results from Seller’s failure to deliver such item); (c) the absence from the Mortgage File of the item specified in paragraph
2.2.8 (if such absence results from Seller’s failure to deliver such item); (d) the absence from the Mortgage File of
the original or a copy of any letter of credit in effect as of the Closing Date (if such absence results from Seller’s failure
to deliver such item); or (e) the absence from the Mortgage File of a copy of the item specified in paragraph 2.2.10 (if
such absence results from Seller’s failure to deliver such item) if the related Mortgage Loan is secured only by the related
ground lease, space lease or air rights lease.


 


5.7          If
Seller disputes that a Material Document Defect or Material Breach exists with respect to a Mortgage Loan or otherwise refuses
(i) to effect a correction or cure of such Material Document Defect or Material Breach, (ii) to repurchase the affected Mortgage
Loan from Purchaser or its assignee or (iii) to replace such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in
accordance with this Agreement, then provided that (x) the period of time provided for Seller to correct, repurchase or cure has
expired and (y) the Mortgage Loan is then in default and is then a Specially Serviced Mortgage Loan, the Special Servicer may,
subject to the Servicing Standard, modify, workout or foreclose, sell or otherwise liquidate (or permit the liquidation of) the
Mortgage Loan pursuant to the Pooling and Servicing Agreement, while pursuing the repurchase claim. Seller acknowledges and agrees
that any modification of the Mortgage Loan pursuant to a workout shall not constitute a defense to any repurchase claim nor shall
such modification and workout change the Purchase Price due from Seller for any repurchase claim. In the event of any such modification
and workout, Seller shall be obligated to repurchase the Mortgage Loan as modified and the Purchase Price shall include any Workout
Fee paid to the Special Servicer up to the date of repurchase plus the present value (calculated at the applicable Calculation
Rate) of the Workout Fee that would have been payable to the Special Servicer in respect of such Mortgage Loan if the Mortgage
Loan performed in accordance with its terms to its Maturity Date, provided that no amount shall be paid by Seller in respect of
any Workout Fee if a Liquidation Fee already comprises a portion of the Purchase Price or if the related Mortgagor has already
paid such fee. Seller is entitled to be notified promptly and in writing by the Special Servicer of any offer that it receives
to purchase the applicable Mortgage Loan or related REO Property, each in connection with such liquidation. Any sale of the related






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Mortgage Loan, or foreclosure upon such Mortgage Loan and sale of the related REO Property, to a Person other than Seller shall
be without (i) recourse of any kind (either expressed or implied) by such Person against Seller and (ii) representation or warranty
of any kind (either expressed or implied) by Seller to or for the benefit of such Person.


 


5.8          (a)
If Seller (i) receives from any Person (other than the Depositor) any request or demand for repurchase or replacement of a Mortgage
Loan because of a breach of a representation or warranty or a document defect (any such request or demand for repurchase or replacement,
a “Repurchase Request”); (ii) rejects any Repurchase Request or is in dispute with the Person making any Repurchase
Request as to the merits of such Repurchase Request (a “Dispute”); or (iii) receives any withdrawal of a Repurchase
Request by the Person making such Repurchase Request, then Seller shall deliver notice of such Repurchase Request, rejection, Dispute
or withdrawal (each, a “15Ga-1 Notice”) to the Depositor within [_____] Business Days of Seller’s receipt
thereof (or in the case of a rejection or Dispute, the occurrence thereof).


 


(b)          Seller shall provide to the Depositor
relevant portions of any Form ABS-15G that Seller is required to file with the Commission (only to the extent that such portions
relate to the Mortgage Loans) on or before the date that is [_____] Business Days before the date such Form ABS-15G is required
to be filed with the Commission. Promptly upon request, the Depositor shall provide or cause to be provided to Seller such information
regarding the principal balances of the Mortgage Loans in order for Seller to prepare any such form ABS-15G.


 


(c)          Seller agrees that a Repurchase Request
Recipient (as defined in the Pooling and Servicing Agreement) will not, in connection with providing Seller with any 15Ga-1 Notice
(as defined in the Pooling and Servicing Agreement), be required to provide any information protected by the attorney-client privilege
or attorney work product doctrines. In addition, Seller hereby acknowledges that (i) any 15Ga-1 Notice provided pursuant to Section
2.02(g) of the Pooling and Servicing Agreement is so provided only to assist the Purchaser, Seller 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 Repurchase Request Recipient and (B) no information provided pursuant to Section
2.02(g) of the Pooling and Servicing Agreement by a Repurchase Request Recipient shall be deemed to constitute a waiver or defense
to the exercise of any legal right the Repurchase Request Recipient may have with respect to this Agreement, including with respect
to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice (as defined in the Pooling and Servicing Agreement).


 


(d)          Seller represents and warrants that
any information Seller provides to the Depositor pursuant to this Section 5.8 shall be true, complete and correct as of
the date Seller provides such information to the Depositor.


 


5.9          The
fact that a Material Document Defect or Material Breach is not discovered until after completion of foreclosure (but in all instances
prior to the sale of the related REO Property) shall not prejudice any claim against Seller for repurchase of the REO Property
(or the Issuing Entity’s interest therein). If the Master Servicer or Special Servicer, as applicable, notifies Seller of
the discovery of the Material Document Defect or Material Breach then Seller shall have 90 days to correct or cure such Material
Document Defect or Material Breach or






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purchase the REO Property (or the Issuing Entity’s interest therein) at the Purchase
Price. After a final liquidation of the Mortgage Loan or REO Property, if a court of competent jurisdiction issues a final order
after the expiration of any applicable appeal period that Seller is or was obligated to repurchase the related Mortgage Loan or
REO Property (or the Issuing Entity’s interest therein) (a “Final Judicial Determination”) or Seller otherwise
accepts liability, then, but in no event later than the termination of the Trust pursuant to Section 9.01 of the Pooling and Servicing
Agreement, Seller will be obligated to pay to the Issuing Entity the difference between any Liquidation Proceeds received upon
such liquidation in accordance with the Pooling and Servicing Agreement (including those arising from any sale to Seller) and the
Purchase Price.


 


5.10          Reserved.


 


5.11          The
obligations of Seller set forth in this Section 5 to cure a Material Document Defect or a Material Breach or repurchase
or replace a defective Mortgage Loan or pay the Loss of Value Payment constitute the sole remedies of Purchaser or its assignees
with respect to a Material Document Defect or Material Breach in respect of an outstanding Mortgage Loan; provided, that
this limitation shall not in any way limit Purchaser’s rights or remedies upon breach of any other representation or warranty
or covenant by Seller set forth in this Agreement (other than those set forth in Exhibit 2).


 


5.12          Notwithstanding
the foregoing, if there is a breach of the representations and warranties set forth in paragraph [__] or paragraph [__] in Exhibit
2 hereto, and as a result the payments, by a Mortgagor, of reasonable costs and expenses associated with securing the consent
or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance” clause
or the defeasance of a Mortgage Loan are insufficient such that the Issuing Entity incurs an Additional Trust Expense in an amount
equal to such reasonable costs and expenses not paid by such Mortgagor, Seller hereby covenants and agrees to reimburse the Issuing
Entity within 90 days of the receipt of notice of such breach in an amount sufficient to avoid such Additional Trust Expense (including,
if applicable, the amount of any fees and expenses of the Asset Representations Reviewer related to the Asset Review of such Mortgage
Loan). The parties hereto acknowledge that such reimbursement shall be the only obligation of Seller with respect to the breach
discussed in the previous sentence.


 


5.13          Notwithstanding
the foregoing, Purchaser and Seller hereby acknowledge and agree that Seller has retained the right of the lender under the Mortgage
Loan documents with respect to the Mortgage Loans to receive a percentage of the economic benefit associated with the ownership
of the successor borrower, and to designate and establish the successor borrower and to purchase or cause the purchase on behalf
of the related borrower of the related defeasance collateral, if there is a defeasance of such Mortgage Loan (“UBSRES
Lender Successor Borrower Right”). Purchaser shall cause the Pooling and Servicing Agreement to provide that (i) if the
Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan subject to defeasance, then the Master
Servicer shall provide upon receipt of such notice, written notice of such defeasance request to Seller or its assignee and (ii)
until such time as Seller provides written notice to the contrary, notice of a defeasance of a Mortgage Loan with UBSRES Lender
Successor Borrower Right shall be delivered to Seller pursuant to the notice provisions of the Pooling and Servicing Agreement.


 



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5.14        The
Pooling and Servicing Agreement shall provide that (a) any party that is required to report the discovery of a Material Document
Defect or Material Breach shall give written notice promptly to Seller of any such discovery and (b) the Master Servicer shall
give prompt written notice to Seller if any Mortgage Loan becomes a Specially Serviced Mortgage Loan (as defined in the Pooling
and Servicing Agreement).


 


5.15        If
Seller repurchases any Mortgage Loan pursuant to this Section 5, Purchaser or its assignee, following receipt by the Trustee
of the Purchase Price therefor, promptly shall deliver or cause to be delivered to Seller all Mortgage Loan documents with respect
to such Mortgage Loan, and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee
shall be endorsed and assigned to Seller in the same manner such that Seller shall be vested with legal and beneficial title to
such Mortgage Loan, in each case without recourse, including any property acquired in respect of such Mortgage Loan or proceeds
of any insurance policies with respect thereto.


 


6.          CLOSING.




 


6.1          The
closing of the sale of the Mortgage Loans shall be held at the offices of [ADDRESS] at [TIME], New York time, on the Closing Date.
The closing shall be subject to each of the following conditions:


 


 6.1.1          All
of the representations and warranties of Seller and Purchaser specified in Section 4 hereof (including, without limitation,
the representations and warranties set forth on Exhibit 2 hereto) shall be true and correct as of the Closing Date (to the
extent of the standard, if any, set forth in each representation and warranty).


 


 6.1.2          All
Closing Documents specified in Section 7 hereof, in such forms as are agreed upon and reasonably acceptable to Seller or
Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms
thereof.


 


 6.1.3          Seller
shall have delivered and released to Purchaser or its designee all documents required to be delivered to Purchaser as of the Closing
Date pursuant to Section 2 hereof.


 


 6.1.4          The
result of the examination and audit performed by Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory
to Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of Seller’s
Information to be disclosed in the Free Writing Prospectus, the Preliminary Memorandum, the Final Memorandum and the Prospectus.


 


 6.1.5          All
other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied
with, and Seller and Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations
required to be complied with or performed after the Closing Date.


 


 6.1.6          Seller
shall have paid all fees and expenses payable by it to Purchaser pursuant to Section 8 hereof.


 



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 6.1.7          The
Private Certificates shall have received the ratings indicated in the Final Memorandum and the Public Certificates shall have received
the ratings indicated in the Free Writing Prospectus.


 


 6.1.8          No
Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchasers shall have terminated the Certificate
Purchase Agreement or suspended, delayed or otherwise cancelled the Closing Date.


 


 6.1.9          Seller
shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof.


 


 6.1.10        The
Seller shall have executed and delivered the Credit Risk Retention Compliance Agreement.


 


6.2          Each
party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable Purchaser to
purchase the Mortgage Loans on the Closing Date.


 


7.          CLOSING
DOCUMENTS. The Closing Documents shall consist of the following:


 


7.1          This
Agreement duly executed by Purchaser and Seller.


 


7.2          A
certificate of Seller, executed by a duly authorized officer of Seller and dated the Closing Date, and upon which the Purchaser,
its successors and assigns, and the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations
and warranties of Seller in this Agreement are true and correct in all material respects on and as of the Closing Date with the
same force and effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date; and (ii) Seller has complied with all agreements and satisfied all conditions
on its part to be performed or satisfied on or prior to the Closing Date.


 


7.3          True,
complete and correct copies of Seller’s articles of association and bylaws.


 


7.4          A
certificate of good standing with respect to Seller from the Comptroller of the Currency of the United States dated not earlier
than [__] days prior to the Closing Date.


 


7.5          A
certificate of the Secretary or Assistant Secretary of Seller, dated the Closing Date, and upon which Purchaser, its successors
and assigns, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative
of Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with
the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing
on such documents and certificates are their genuine signatures.


 


7.6          An
opinion of counsel (which, other than as to the opinion described in paragraph 7.6.4(C) (but only insofar as it relates
to any law, rule or regulation of a federal or state governmental authority) and paragraph 7.6.6 below, may be in-house
counsel) to Seller,






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dated the Closing Date, and addressed to Purchaser, the Underwriters and the Initial Purchasers, substantially
to the effect of the following (with such changes and modifications as Purchaser may approve and subject to such counsel’s
reasonable qualifications):


 


7.6.1          Seller
is validly existing under the laws of the United States and has full corporate or organizational power and authority to enter into
and perform its obligations under this Agreement.


 


7.6.2          This
Agreement has been duly authorized, executed and delivered by Seller.


 


7.6.3          No
consent, approval, authorization or order of any federal court or governmental agency or body is required for the consummation
by Seller of the transactions contemplated by the terms of this Agreement except any approvals as have been obtained.


 


7.6.4          Neither
the execution, delivery or performance of this Agreement by Seller, nor the consummation by Seller of any of the transactions contemplated
by the terms of this Agreement (A) conflicts with or results in a breach or violation of, or constitutes a default under, the organizational
documents of Seller, (B) to the knowledge of such counsel, constitutes a default under any term or provision of any material agreement,
contract, instrument or indenture, to which Seller is a party or by which it or any of its assets is bound or results in the creation
or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage,
contract or other instrument, other than pursuant to this Agreement, or (C) conflicts with or results in a breach or violation
of any law, rule, regulation, order, judgment, writ, injunction or decree of any federal or State of New York court or governmental
authority having jurisdiction over Seller or its assets, except where in any of the instances contemplated by clauses (B) or (C)
above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material
adverse effect on the consummation of the transactions contemplated hereby by Seller or materially and adversely affect its ability
to perform its obligations and duties hereunder or result in any material adverse change in the business, operations, financial
condition, properties or assets of Seller, or in any material impairment of the right or ability of Seller to carry on its business
substantially as now conducted.


 


7.6.5          To
his or her knowledge, there are no legal or governmental actions, investigations or proceedings pending to which Seller is a party,
or threatened against Seller, (a) asserting the invalidity of this Agreement or (b) which materially and adversely affect the performance
by Seller of its obligations under, or the validity or enforceability of, this Agreement.


 


7.6.6          This
Agreement is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforcement
may be limited by (1) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (2) other laws relating
to or affecting the rights of creditors generally, (3) general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law) or (4) public policy considerations underlying the securities laws, to the extent that such
public






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policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification
from liabilities under applicable securities laws.


 


Such opinion may express its reliance as
to factual matters on, among other things specified in such opinion, the representations and warranties made by, and on certificates
or other documents furnished by officers of, the parties to this Agreement.


 


In rendering the opinions expressed above,
such counsel may limit such opinions to matters governed by the federal laws of the United States and the corporate laws of the
State of Delaware and the State of New York, as applicable.


 


7.7          Such
other opinions of counsel as any Rating Agency may request in connection with the sale of the Mortgage Loans by Seller to Purchaser
or Seller’s execution and delivery of, or performance under, this Agreement, in each case also addressed to the Purchaser,
the Underwriters and the Initial Purchasers.


 


7.8          A
negative assurance letter, dated the Closing Date and addressed to the Purchaser, the Underwriters, and the Initial Purchasers,
in form reasonably acceptable to Purchaser, the Underwriters, and the Initial Purchasers, as to the disclosure provided by Seller
to Purchaser with respect to itself and the Mortgage Loans for inclusion in the Free Writing Prospectus, the Preliminary Memorandum,
the Final Memorandum and the Prospectus.


 


7.9          An
opinion of counsel, dated the Closing Date and addressed to Purchaser and the Underwriters, in form reasonably acceptable to Purchaser
and the Underwriters, that such disclosure complies as to form with the applicable requirements of Regulation AB with respect to
Seller’s role as “Sponsor” and as an “Originator” (or, if Seller was not the originator with
respect to any Mortgage Loan, the role of the related originator as an “Originator”) (each as defined in Regulation
AB) in connection with the Certificates.


 


7.10          A
letter from a nationally recognized certified public accounting firm in form reasonably acceptable to Purchaser, the Underwriters
and the Initial Purchasers, dated the date hereof, addressed to Purchaser, the Underwriters and the Initial Purchasers, to the
effect that they have performed certain specified procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Free Writing Prospectus, the Preliminary Memorandum, the Final Memorandum,
and the Prospectus agrees with the records of Seller.


 


7.11          Such
further certificates, opinions and documents as Purchaser may reasonably request.


 


7.12          An
officer’s certificate of Purchaser, dated the Closing Date, with the resolutions of Purchaser authorizing the transactions
described herein attached thereto, together with certified copies of the charter, by-laws and certificate of good standing of Purchaser
dated not earlier than [__] days prior to the Closing Date.


 


7.13          Such
other certificates of Purchaser’s officers or others and such other documents to evidence fulfillment of the conditions set
forth in this Agreement as Seller or its counsel may reasonably request.


 



    	27



    	 



    




7.14          An
executed Bill of Sale.


 


8.           COSTS.
Seller shall pay Purchaser the costs and expenses as agreed upon by Seller and Purchaser in a separate Memorandum of Understanding
dated as of [DATE] and entered into between Seller and [PURCHASER] in connection with this Agreement and the issuance of the Certificates
(the “MOU”).


 


9.           NOTICES.
All communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage prepaid and received by the addressee, (c) sent by express
courier delivery service and received by the addressee, or (d) transmitted by facsimile transmission (or any other type of electronic
transmission agreed upon by the parties) and confirmed by a writing delivered by any of the means described in (a), (b) or (c),
if (i) to Purchaser, addressed to [PURCHASER], [ADDRESS], or if (ii) to Seller, addressed to [SPONSOR], [ADDRESS], and with a
copy to: [SPONSOR’S COUNSEL], [ADDRESS], facsimile number: [FAX] (or to such other address as may hereafter be furnished
in writing by Seller).


 


10.         SEVERABILITY
OF PROVISIONS. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or that is held
to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, the parties hereto waive any provision of law that prohibits or renders void or unenforceable
any provision hereof.


 


11.         FURTHER
ASSURANCES. Seller and Purchaser each agree to execute and deliver such instruments and take such actions as the other may,
from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement and the
Pooling and Servicing Agreement.


 


12.         SURVIVAL.
Each party hereto agrees that the representations, warranties and agreements made by it herein and in any certificate or other
instrument delivered pursuant hereto shall be deemed to be relied upon by the other party, notwithstanding any investigation heretofore
or hereafter made by the other party or on its behalf, and that the representations, warranties and agreements made by such other
party herein or in any such certificate or other instrument shall survive the delivery of and payment for the Mortgage Loans and
shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement.


 


13.         GOVERNING
LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW
YORK. THE PARTIES HERETO INTEND






    	28



    	 



    

 


THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.


 


EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL
BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT
TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.


 


TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH
PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY
WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM IN ANY
ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.


 


14.          BENEFITS
OF MORTGAGE LOAN PURCHASE AGREEMENT. This Agreement shall inure to the benefit of and shall be binding upon Seller, Purchaser
and their respective successors, legal representatives, and permitted assigns, and nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of
this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to
be and being for the sole and exclusive benefit of such persons and for the benefit of no other person except that the rights
and obligations of Purchaser pursuant to Sections 2, 4.1 (other than clause 4.1.7), 5, 9, 10,
11, 12, 13, 15 and 16 hereof may be assigned to the Trustee as may be required to effect the
purposes of the Pooling and Servicing Agreement and, upon such assignment, the Trustee shall succeed to the rights and obligations
hereunder of Purchaser. No owner of a Certificate issued pursuant to the Pooling and Servicing Agreement shall be deemed a successor
or permitted assign because of such ownership.


 






    	29



    	 



    

 


15.          MISCELLANEOUS.
This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be an original,
but all of which 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. Neither this Agreement nor any term hereof may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof. The rights and obligations of Seller under this Agreement shall not be assigned by Seller without the
prior written consent of Purchaser, except that any person into which Seller may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which Seller is a party, or any person succeeding to the entire business
of Seller shall be the successor to Seller hereunder.


 


16.          ENTIRE
AGREEMENT. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject
matter hereof (other than the MOU (solely with respect to those portions of this Agreement that are not assigned to the Trustee),
Bill of Sale, the Indemnification Agreement and the Pooling and Servicing Agreement), and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect
to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent
with any of the terms hereof.


 


[Signature pages follow.]



 



    	30



    	 



    

 





IN WITNESS WHEREOF, Purchaser and
Seller have caused this Agreement to be executed by their respective duly authorized officers on the date first above written.






	 	 	 
	 	[SPONSOR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[PURCHASER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Mortgage
Loan Purchase Agreement


 




    	 



    	 



    


EXHIBIT 1

MORTGAGE LOAN SCHEDULE


 


	·	Mortgage Loan Seller






	·	Loan Number






	·	Property Name






	·	Street Address






	·	City






	·	State






	·	Date of Maturity






	·	Cut-off Date Balance






	·	Note Date






	·	Original Term to Maturity or ARD






	·	Remaining Term to Maturity or ARD






	·	Original Amortization






	·	Note Rate






	·	ARD Loan (Yes/No)






	·	Master Servicing Fee Rate






	·	Pari Passu Loan Primary Servicing Fee Rate



  


[See attached]


 




    	1-1



    	 



    

 

[CERTIFICATE
CAPTION] Mortgage Loan 

Schedule


[SPONSOR]


                                                       





    	1-2



    	 



    


EXHIBIT 2

REPRESENTATIONS AND WARRANTIES REGARDING

INDIVIDUAL MORTGAGE LOANS


 


[REPRESENTATIONS AND WARRANTIES
CONFORMING TO PROSPECTUS DESCRIPTION TO BE ADDED]


 




    	2-1



    	 



    


 


Schedule 2-A


 


EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
REGARDING




INDIVIDUAL MORTGAGE LOANS


 


	EXHIBIT
    I

    ID#	Mortgage
    Loan	Representation	Exception
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
         

         

          
	 	 	 
	 	 	 	 
	 

                                                                                 
	 

                                                                                 

                                                                                 
	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
        
	
         

         

         

        
	 	 
	
         

         

         

         
	
         

          

         

         
	 	 
	 	
         

         

         
	 	 
	 	 	 	 



 



    	Sch. 2-A-1



    	 



    

 


	 	 

                                                                                 
	 	 
	 	 

                                                                                 

                                                                                 
	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
        

        

         
	
         
	 	 
	 	 

                                                                                 

                                                                                 
	 

                                                                                 
	 
	 	 	 	 
	 	 	 	 
	
         

         

         

         

         

         

         
			 


  



    	Sch. 2-A-2



    	 



    


 


Schedule 2-B


 


List of Cross-Collateralized
or Cross-Defaulted Mortgage Loans


 



    	Sch. 2-B-1



    	 



    







 


EXHIBIT 3


 


FORM OF BILL OF SALE


 


1.            Parties. The parties to this Bill of Sale
are the following:


 


	Seller:	[SPONSOR]
	 	 
	Purchaser:	[PURCHASER]



 

2.            Sale. For value received, Seller hereby
conveys to Purchaser, without recourse, all right, title and interest, whether now owned or hereafter acquired, in and to the Mortgage
Loans identified on Exhibit 1 (the “Mortgage Loan Schedule”) to the Mortgage Loan Purchase Agreement, dated
[DATE] (the “Mortgage Loan Purchase Agreement”), between Seller and Purchaser and all of the following property:


 


(a)          All accounts, general intangibles,
chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit
and investment property consisting of, arising from or relating to any of the following property: the Mortgage Loans identified
on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements, and title, hazard and other
insurance policies, all distributions with respect thereto payable after the Cut-Off Date, all substitute or replacement Mortgage
Loans and all distributions with respect thereto, and the Mortgage Files;


 


(b)          All accounts, general intangibles,
chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit,
investment property, and other rights arising from or by virtue of the disposition of, or collections with respect to, or insurance
proceeds payable with respect to, or claims against other Persons with respect to, all or any part of the collateral described
in clause (a) above (including any accrued discount realized on liquidation of any investment purchased at a discount); and


 


(c)          All cash and non-cash proceeds
of the collateral described in clauses (a) and (b) above.


 


3.            Purchase
Price. The par amount equal to $[_________] (plus accrued interest and subject to certain adjustments pursuant to that certain
Memorandum of Understanding dated as of [DATE] and entered into between Seller and [PURCHASER]).


 


4.            Definitions. Terms used but not defined herein
shall have the meanings assigned to them in the Mortgage Loan Purchase Agreement.


 



    	3-1



    	 



    



 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Bill of Sale to be duly executed and delivered on the Closing Date (as defined in the Mortgage Loan Purchase
Agreement).



	 	 	 
	 SELLER:	[SPONSOR]
	 	 	 
	 	By: 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	PURCHASER:	[PURCHASER]
	 	 	 
	 	By: 	 
	 	 	Name:	 
	 	 	Title:	 


 


    	3-2



    	 



    
 


EXHIBIT 4


 


FORM OF LIMITED POWER OF ATTORNEY


 


TO [CUSTODIAN] AND
[SPECIAL SERVICER] WITH RESPECT TO [CERTIFICATE CAPTION]


 


KNOW ALL MEN BY THESE PRESENTS:


 


WHEREAS, pursuant to
the terms of the Mortgage Loan Purchase Agreement dated [DATE] (the “Mortgage Loan Purchase Agreement”), between
[SPONSOR] (“Seller”) and [DEPOSITOR] (“Depositor”), Seller is selling certain multifamily
and commercial mortgage loans (the “Mortgage Loans”) to Depositor;


 


WHEREAS, pursuant to
the terms of the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”),
between the Depositor, [MASTER SERVICER], as master servicer (the “Master Servicer”), [SPECIAL SERVICER], as
special servicer (the “Special Servicer”), [OPERATING ADVISOR], as operating advisor (the “Operating
Advisor”), [TRUSTEE], as trustee (the “Trustee”), [CERTIFICATE ADMINISTRATOR], as certificate administrator
(the “Certificate Administrator”), [CUSTODIAN], as custodian (the “Custodian”), [CERTIFICATE
REGISTRAR], as certificate registrar (the “Certificate Registrar”), and [AUTHENTICATING AGENT], as authenticating
agency (the “Authenticating Agent”), both the Trustee and the Special Servicer are granted certain powers, responsibilities
and authority in connection with the completion and the filing and recording of assignments of mortgage, deeds of trust or similar
documents, Form UCC-3 assignments of financing statements, reassignments of assignments of leases, rents and profits and other
Mortgage Loan documents required to be filed or recorded in appropriate public filing and recording offices;


 


WHEREAS, Seller has
agreed to provide this Limited Power of Attorney pursuant to the Mortgage Loan Purchase Agreement;


 


NOW, THEREFORE, Seller
does hereby make, constitute and appoint the Custodian (on behalf of the Trustee), acting solely in its capacity as Custodian under,
and in accordance with the terms of, the Pooling and Servicing Agreement, Seller’s true and lawful agent and attorney-in-fact
with respect to each Mortgage Loan in Seller’s name, place and stead: (i) to complete (to the extent necessary) and to cause
to be submitted for filing or recording in the appropriate public filing or recording offices, all assignments of mortgage, deeds
of trust or similar documents, assignments or reassignments of rents, leases and profits, in each case in favor of the Trustee,
as set forth in the definition of “Mortgage File” in Section 1.01 of the Pooling and Servicing Agreement, that have
been received by the Trustee or a Custodian on its behalf, and all Form UCC-3 assignments of financing statements and all other
comparable instruments or documents with respect to the Mortgage Loans which are customarily and reasonably necessary or appropriate
to assign agreements, documents and instruments pertaining to the Mortgage Loans, in each case in favor of the Trustee as set forth
in the definition of “Mortgage File” in, and in accordance with Section 1.01 of, the Pooling and Servicing Agreement,
and to evidence, provide notice of and perfect such assignments and conveyances in favor of the Trustee in the public records of
the appropriate filing and recording offices; and (ii) to file or record in the appropriate public filing or recording offices,
all other Mortgage Loan documents to be recorded under the terms of the Pooling and Servicing Agreement or any such Mortgage Loan
documents which have not been submitted for filing or recordation by Seller on or before the date hereof or


 






    	4-1



    	 



    

 


which have been so
submitted but are subsequently lost or returned unrecorded or unfiled as a result of actual or purported defects therein, in order
to evidence, provide notice of and perfect such documents in the public records of the appropriate filing and recording offices.
Notwithstanding the foregoing, this Limited Power of Attorney shall grant to the Custodian (on behalf of the Trustee) and the Special
Servicer only such powers, responsibilities and authority as are set forth in Section 2.1 of the Mortgage Loan Purchase
Agreement.


 


Seller does also hereby
make, constitute and appoint the Special Servicer, acting solely in its capacity as Special Servicer under the Pooling and Servicing
Agreement, Seller’s true and lawful agent and attorney-in-fact with respect to the Mortgage Loans in Seller’s name,
place and stead solely to exercise and perform all of the rights, authority and powers of the Custodian (on behalf of the Trustee)
as set forth in the preceding paragraph in the event of the failure or the incapacity of the Custodian to do so for any reason.
As between the Special Servicer and any third party, no evidence of the failure or incapacity of the Custodian shall be required
and such third party may rely upon the Special Servicer’s written statement that it is acting pursuant to the terms of this
Limited Power of Attorney.


 


The enumeration of
particular powers herein is not intended in any way to limit the grant to either the Custodian (on behalf of the Trustee) or the
Special Servicer as Seller’s attorney-in-fact of full power and authority with respect to the Mortgage Loans to complete
(to the extent necessary), file and record any documents, instruments or other writings referred to above as fully, to all intents
and purposes, as Seller might or could do if personally present, hereby ratifying and confirming whatsoever such attorney-in-fact
shall and may do by virtue hereof; and Seller agrees and represents to those dealing with such attorney-in-fact that they may rely
upon this Limited Power of Attorney until termination thereof under the provisions of the second following paragraph below. As
between Seller, the Depositor, the Master Servicer, the Special Servicer, the Custodian, the Issuing Entity and the Certificateholders,
neither the Custodian nor the Special Servicer may exercise any right, authority or power granted by this Limited Power of Attorney
in a manner which would violate the terms of the Pooling and Servicing Agreement, but any and all third parties dealing with either
the Custodian (on behalf of the Trustee) or the Special Servicer as Seller’s attorney-in-fact may rely completely, unconditionally
and conclusively on the authority of the Custodian or the Special Servicer, as applicable, and need not make any inquiry about
whether the Custodian or the Special Servicer is acting pursuant to the Pooling and Servicing Agreement. Any purchaser, title insurance
company or other third party may rely upon a written statement by either the Custodian or the Special Servicer that any particular
Mortgage Loan or related mortgaged real property in question is subject to and included under this Limited Power of Attorney and
the Pooling and Servicing Agreement.


 


Any act or thing lawfully
done hereunder by either the Custodian (on behalf of the Trustee) or the Special Servicer shall be binding on Seller and Seller’s
successors and assigns.


 


This Limited Power
of Attorney shall continue in full force and effect with respect to the Custodian (on behalf of the Trustee) and the Special Servicer,
as applicable, until the earliest occurrence of any of the following events:


 


		(1)	with respect to the Custodian (on behalf of the Trustee), the termination of the Custodian and
its replacement with a successor Custodian under the terms of the Pooling and Servicing Agreement;



 






    	4-2



    	 



    

 


		(2)	with respect to the Special Servicer, the termination of the Special Servicer and its replacement
with a successor Special Servicer under the terms of the Pooling and Servicing Agreement;



 


		(3)	with respect to the Custodian (on behalf of the Trustee), the appointment of a receiver or conservator
with respect to the business of the Custodian, or the filing of a voluntary or involuntary petition in bankruptcy by or against
the Custodian;



 


		(4)	with respect to the Special Servicer, the appointment of a receiver or conservator with respect
to the business of the Special Servicer, or the filing of a voluntary or involuntary petition in bankruptcy by or against the Special
Servicer;



 


		(5)	with respect to each of the Custodian (on behalf of the Trustee) and the Special Servicer and any
Mortgage Loan, such Mortgage Loan is no longer a part of the Issuing Entity;



 


		(6)	with respect to each of the Custodian (on behalf of the Trustee) and the Special Servicer, the
termination of the Pooling and Servicing Agreement in accordance with its terms; and



 


		(7)	with respect to the Special Servicer, the occurrence and continuance of, or failure to cure, any
of the events described under Section 7.01(a) of the Pooling and Servicing Agreement with respect to the Special Servicer.



 


Nothing herein shall
be deemed to amend or modify the Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement or the respective rights,
duties or obligations of Seller under the Mortgage Loan Purchase Agreement, and nothing herein shall constitute a waiver of any
rights or remedies under the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings assigned thereto in the Mortgage Loan Purchase Agreement or, if not defined
therein, then in the Pooling and Servicing Agreement.


 


THIS POWER OF ATTORNEY
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


[Signature on next page]


 




    	4-3



    	 



    


IN WITNESS WHEREOF,
Seller has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as
of _______________, 20[_].


	 	 	 
	 	[SPONSOR]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 




    	4-4



    	 



    

 


ACKNOWLEDGEMENT







	 	 	 
	STATE OF NEW YORK 	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 
	 	 	 



 


 


On this ____ day of
_____________ 20[__], before me appeared __________________, to me personally known, who, being by me duly sworn did say that he/she
is the ___________________ of [SPONSOR], and that the seal affixed to the foregoing instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said ___________________
acknowledged said instrument to be the free act and deed of said corporation.





	 	 	 	 
	 		 
	 	 	Name: 	 
	 	 	 	Notary Public in and for said County and State
	My Commission Expires:

         
	 	





          





 







 




    	4-5



    	 



    


 





Schedule A


 


List of Mortgagors that are Third-Party
Beneficiaries Under Section 5.5


 



    	Sch. A-1