Exhibit 10.2


 


 





	 











 





GS MORTGAGE SECURITIES CORPORATION II,



PURCHASER


 


and


 


CITIGROUP GLOBAL MARKETS REALTY CORP.,



SELLER


 


MORTGAGE LOAN PURCHASE AGREEMENT



Dated as of October 1, 2015 




Series 2015-GC34 


	 





 






    	 



    	 



    

  


This Mortgage Loan Purchase
Agreement (“Agreement”), dated as of October 1, 2015, is between GS Mortgage Securities Corporation II, a Delaware
corporation, as purchaser (in such capacity, the “Purchaser”), and Citigroup Global Markets Realty Corp., a
New York corporation, as seller (the “Seller”).


 


Capitalized terms used
in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as
of October 1, 2015 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corporation II, as
depositor (in such capacity, the “Depositor”), Wells Fargo Bank, National Association, as master servicer (the
“Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer
(the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor, U.S. Bank National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity,
the “Trustee”), pursuant to which the Purchaser will transfer the Mortgage Loans (as defined herein), together
with certain other mortgage loans, to a trust fund and certificates representing ownership interests in the Mortgage Loans, together
with the other mortgage loans, will be issued by the trust fund (the “Trust Fund”). In exchange for the Mortgage
Loans and the other mortgage loans, the Trust Fund will issue to or at the direction of the Depositor certificates to be known
as GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates, Series 2015-GC34 (collectively, the “Certificates”).
For purposes of this Agreement, “Mortgage Loans” refers to the mortgage loans listed on Exhibit A and
“Mortgaged Properties” refers to the properties securing such Mortgage Loans.


 


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


 


SECTION 1     
Sale and Conveyance of Mortgages; Possession of Mortgage File. The Seller does hereby sell, transfer, assign, set
over and convey to the Purchaser, without recourse (except as otherwise specifically set forth herein), (subject to the rights
of the holders of interests in the Illinois Center Companion Loans and the 750 Lexington Avenue Companion Loan all of its right,
title and interest in and to the Mortgage Loans identified on Exhibit A to this Agreement (the “Mortgage Loan Schedule”)
including all interest and principal received on or with respect to the Mortgage Loans after the Cut-Off Date, (excluding payments
of principal, interest and other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date). Upon the sale of
the Mortgage Loans, the ownership of each related Note, the Seller’s interest in the related Mortgage represented by the
Note and the other contents of the related Mortgage File (subject to the rights of the holders of interests in the Illinois Center
Companion Loans and the 750 Lexington Avenue Companion Loan) will be vested in the Purchaser and immediately thereafter the Trustee,
and the ownership of records and documents with respect to each Mortgage Loan (other than those to be held by the holders of the
Illinois Center Companion Loans and the 750 Lexington Avenue Companion Loan) prepared by or which come into the possession of the
Seller shall (subject to the rights of the holders of the Illinois Center Companion Loans and the 750 Lexington Avenue Companion
Loan) immediately vest in the Purchaser and immediately thereafter the Trustee. In connection with the transfer of the Illinois
Center Mortgage Loan and the 750 Lexington Avenue Mortgage Loan pursuant to this Section 1, the Seller does hereby assign to the
Purchaser all of its rights, title and interest (solely in its


 






    	 



    	 



    

 


capacity
as the holder of the Illinois Center Mortgage Loan and the 750 Lexington Avenue Mortgage Loan) in, to and under the related Co-Lender
Agreement (it being understood and agreed that the Seller does not assign any right, title or interest that it or any other party
may have thereunder in its capacity as an Illinois Center Companion Loan Holder and a 750 Lexington Avenue Companion Loan Holder).
The Purchaser will sell certain of the Certificates (the “Public Certificates”) to the underwriters (the “Underwriters”)
specified in the Underwriting Agreement, dated as of October 14, 2015 (the “Underwriting Agreement”), between
the Purchaser and the Underwriters, and the Purchaser will sell certain of the Certificates (the “Private Certificates”)
to the initial purchasers (the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”)
specified in the Purchase Agreement, dated as of October 14, 2015 (the “Certificate Purchase Agreement”), between
the Purchaser and Initial Purchasers.


 


The sale and conveyance
of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As consideration for the
Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s
direction $308,028,478.02, plus accrued interest on the Mortgage Loans from and including October 1, 2015 to but excluding the
Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the Initial Purchasers
on behalf of the Depositor and for which the Seller is specifically responsible).


 


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


 


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


 


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


 


The transfer of each
Mortgage Loan shall be reflected on the Purchaser’s balance sheets and other financial statements as the purchase of such
Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat the transfer of each Mortgage Loan from the Seller
as a purchase for tax purposes. The Purchaser shall be responsible for maintaining, and


 






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shall maintain, a set of records for each
Mortgage Loan which shall be clearly marked to reflect the transfer of ownership of each Mortgage Loan by the Seller to the Purchaser
pursuant to this Agreement.


 


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


 


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


 






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


 


(b)          
Except with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan, the Seller shall deliver to and deposit (or
cause to be delivered to and deposited) with the Master Servicer within five (5) Business Days after the Closing Date:
(i) a copy of the Mortgage File; (ii) all documents and records not otherwise required to be contained in the Mortgage File that
(A) relate to the origination and/or servicing and administration of the Mortgage Loans and the 750 Lexington Avenue Companion
Loan, (B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset summaries
related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates) and
the 750 Lexington Avenue Companion Loan or for evidencing or enforcing any of the rights of the holder of the Mortgage Loans and
the 750 Lexington Avenue Companion Loan or holders of interests therein and (C) are in the possession or under the control
of the Seller; and (iii) all unapplied Escrow Payments and reserve funds in the possession or under control of the Seller that
relate to the Mortgage Loans or the 750 Lexington Avenue Companion Loan, together with a statement indicating which Escrow Payments
and reserve funds are allocable to each Mortgage Loan or to the 750 Lexington Avenue Companion Loan, provided that copies
of any document in the Mortgage File and any other document, record or item referred to above in this sentence that constitutes
a Designated Servicing Document shall be delivered to the Master Servicer on or before the Closing Date; provided that the
Seller shall not be required to deliver any draft documents, privileged or other communications, credit underwriting, due diligence
analyses or data or internal worksheets, memoranda, communications or evaluations.


 


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


 


SECTION 4        
Treatment as a Security Agreement. Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser
all of its right, title and interest in and to the Mortgage Loans. The parties intend that such conveyance of the Seller’s
right, title and interest in and to 


 






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


 


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


 


(a)           
except with respect to any Mortgage Loan that is a Non-Serviced Mortgage Loan it shall cause Anderson McCoy & Orta,
P.C. to record and file in the appropriate public recording office for real property records or UCC financing statements, as appropriate
(or, with respect to any assignments that the Custodian has agreed to record or file pursuant to the Pooling and Servicing Agreement,
deliver to the Custodian for such purpose and cause the Custodian to record and file), each related assignment of Mortgage and
assignment of assignment of leases, rents and profits and each related UCC-3 financing statement referred to in the definition
of Mortgage File from the Seller to the Trustee as and to the extent contemplated under Section 2.01(c) of the Pooling and
Servicing Agreement. All out of pocket costs and expenses relating to the recordation or filing of such assignments, assignments
of Mortgage and financing statements shall be paid by the Seller. If any such document or instrument is lost or returned unrecorded
or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare or cause the preparation of a substitute
therefor or cure such defect or cause such defect to be cured, as the case may be, and the Seller shall record or file, or cause
AMO to record or file, such substitute or corrected document or instrument or, with respect to any assignments that the Custodian
has agreed to record or file pursuant to the Pooling and Servicing Agreement, deliver such substitute or corrected document or
instrument to the Custodian (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, the then
holder of such Mortgage Loan);


 


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


 






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following receipt); provided that, in those instances where the public recording office retains the original assignment
of Mortgage or assignment of Assignment of Leases, the Seller shall obtain therefrom and deliver to the Custodian a certified copy
of the recorded original. On a monthly basis, at the expense of the Seller, the Custodian shall forward to the Master Servicer
a copy of each of the aforementioned assignments following the Custodian’s receipt thereof;


 


(c)           
it shall take any action reasonably required by the Purchaser, the Certificate Administrator, the Trustee or the Master
Servicer in order to assist and facilitate the transfer of the servicing of the Mortgage Loans (other than any Mortgage Loans that
are Non-Serviced Mortgage Loans) to the Master Servicer, including effectuating the transfer of any letters of credit with respect
to any Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of Certificateholders and/or the 750 Lexington
Avenue Companion Loan Holder, as applicable. Prior to the date that a letter of credit with respect to any Mortgage Loan is transferred
to the Master Servicer, the Seller will cooperate with the reasonable requests of the Master Servicer or the Special Servicer,
as applicable, in connection with effectuating a draw under such letter of credit as required under the terms of the related Loan
Documents;


 


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


 


(e)           
if (during the period of time that the Underwriters are required, under applicable law, to deliver a prospectus related
to the Public Certificates in connection with sales of the Public Certificates by an Underwriter or a dealer) the Seller has obtained
actual knowledge of undisclosed or corrected information related to an event that occurred prior to the Closing Date, which event
causes there to be an untrue statement of a material fact with respect to the Seller Information in the Prospectus Supplement dated
October 16, 2015 relating to the Public Certificates, the annexes and exhibits thereto and the DVD delivered therewith, or the
Offering Circular dated October 14, 2015 relating to the Private Certificates, the annexes and exhibits thereto and the DVD delivered
therewith (collectively, the “Offering Documents”), or causes there to be an omission to state therein a material
fact with respect to the Seller Information required to be stated therein or necessary to make the statements therein with respect
to the Seller Information, in the light of the circumstances under which they were made, not misleading, then the Seller shall
promptly notify the Dealers and the Depositor. If as a result of any such event the Dealers’ legal counsel determines that
it is necessary to amend or supplement the Offering Documents in order to correct the untrue statement, or to make the statements
therein, in the light of the circumstances when the Offering Documents are delivered to a purchaser, not misleading, or to make
the Offering Documents in compliance with applicable law, the Seller shall (to the extent that such amendment or supplement solely
relates to the Seller Information) at the expense of the Seller, do all things reasonably necessary to assist the Depositor to
prepare and furnish to the Dealers, such amendments or supplements to the Offering Documents as may be necessary so that the Seller
Information in the Offering Documents, as so amended or supplemented, will not contain an untrue statement, will not, in the light
of the circumstances when the Offering Documents are delivered to a purchaser, be misleading and will comply with applicable law.
(All terms under this clause (e) and not otherwise defined in this Agreement shall have the meanings set forth in the Indemnification
Agreement, dated as of October 14, 2015, among the


 






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Underwriters, the Initial Purchasers, the Seller and the Purchaser (the “Indemnification
Agreement” and, together with this Agreement, the “Operative Documents”));


 


(f)             for so long as the Trust Fund (or with respect to the 750 Lexington Avenue Companion Loan, if such Companion Loan is deposited
into another securitization, the trust fund under such other securitization) is subject to the reporting requirements of the Exchange
Act, the Seller shall provide the Depositor (or with respect to the 750 Lexington Avenue Companion Loan, if such Companion Loan
(or a portion thereof) is deposited into another securitization, the depositor of such securitization) and the Certificate Administrator
with any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure and any Form 8-K Disclosure Information indicated
on Exhibit U, Exhibit V and Exhibit Z to the Pooling and Servicing Agreement, to the extent contemplated to be provided
by the Seller, within the time periods set forth in the Pooling and Servicing Agreement; provided that, in connection with
providing Additional Form 10-K Disclosure and the Seller’s reporting obligations under Item 1119 of Regulation AB, upon reasonable
request by the Seller, the Purchaser shall provide the Seller with a list of all parties to the Pooling and Servicing Agreement
and any other Servicing Function Participant; and


 


(g)           
With respect to the 750 Lexington Avenue Mortgage Loan, the Seller agrees that if disclosure related to the description
of a party to the Pooling and Servicing Agreement is requested by the holder of a related Companion Loan for inclusion in the disclosure
materials relating to the securitization of such Companion Loan, the reasonable costs of such party related to such disclosure
and any opinion(s) of counsel, certifications and/or indemnification agreement(s) shall be paid or caused to be paid by the Seller.


 


SECTION 6        
Representations and Warranties.


 


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


 


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


 


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


 






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enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting
the enforcement of creditors’ rights generally, (B) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law) and (C) public policy considerations underlying the securities laws, to the
extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide
indemnification for securities laws liabilities;


 


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


 


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


 


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


 


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


 


(vii)          The
transfer, assignment and conveyance of the Mortgage Loans by the Seller to the Purchaser is not subject to bulk transfer laws
or any similar statutory provisions in effect in any applicable jurisdiction; and


 


(viii)         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
“Accountant’s Due Diligence Report”), the Seller has not obtained (and, through and including the Closing
Date, will not obtain) any “third party due diligence


 






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report” (as defined in Rule 15Ga-2 under the Exchange Act) in
connection with the transactions contemplated herein and in the Offering Documents and, except for the accountants with respect
to the Accountants’ Due Diligence Report, the Seller has not employed (and, through and including the Closing Date, will
not employ) 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 Offering Documents. 
The Seller further represents and warrants that no portion of the Accountant’s Due Diligence Report contains, with respect
to the information contained therein with respect to the Mortgage Loans, any names, addresses, other personal identifiers or zip
codes with respect to any individuals, or any other personally identifiable or other information that would be associated with
an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the
Gramm-Leach-Bliley Financial Services Modernization Act of 1999. The Underwriters and Initial Purchasers are third-party beneficiaries
of the provisions set forth in this Section 6(a)(viii).


 


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


 


(i)            
The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
with full corporate power and authority to own its assets and conduct its business, is duly qualified as a foreign corporation
in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such
qualification, except where the failure to be so qualified would not have a material adverse effect on the ability of the Purchaser
to perform its obligations hereunder, and the Purchaser has taken all necessary action to authorize the execution, delivery and
performance of this Agreement by it, and has duly executed and delivered this Agreement, and has the power and authority to execute,
deliver and perform this Agreement and all the transactions contemplated hereby;


 


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


 


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


 






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assets or property, in each
case which would materially and adversely affect the ability of the Purchaser to carry out the transactions contemplated by this
Agreement;


 


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


 


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


 


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


 


(vii)          The Purchaser (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings
and conclusions of the Accountant’s Due Diligence Report and meeting the requirements of that Form 15G, Rule 15Ga-2, and
any other rules and regulations of the Securities and Exchange Commission and the Exchange Act; (B) provided a copy of the final
draft of each such Form 15G to the Underwriters and the Initial Purchasers at least 6 Business Days before the first sale in the
offering contemplated by the Offering Documents; and (C) furnished each such Form 15G to the Securities and Exchange Commission
on EDGAR at least 5 Business Days before the first sale in the offering contemplated by the Offering Documents as required by Rule
15Ga-2.


 


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


 


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


 






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Servicer or the Purchaser receives a Repurchase Request, then such party
is required to give prompt written notice thereof to the Seller.


 


(e)           
Pursuant to the Pooling and Servicing Agreement, the Special Servicer is required to determine whether any such Document
Defect or Breach with respect to any Mortgage Loan materially and adversely affects, or such Document Defect is deemed in accordance
with Section 2.03 of the Pooling and Servicing Agreement to materially and adversely affect, the value of the Mortgage Loan
or any related REO Property or the interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified
Mortgage (any such Document Defect shall constitute a “Material Document Defect” and any such Breach shall constitute
a “Material Breach”). If such Document Defect or Breach has been determined to be a Material Document Defect
or Material Breach, then the Special Servicer will be required to give prompt written notice thereof to the Seller. Promptly upon
becoming aware of any such Material Document Defect or Material Breach (including through a written notice given by the Master
Servicer or the Special Servicer, as provided above if the Document Defect or Breach identified therein is a Material Document
Defect or Material Breach, as the case may be), the Seller shall, not later than 90 days from the earlier of the Seller’s
discovery or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material
Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being
a “qualified mortgage” within the meaning of the REMIC Provisions, not later than 90 days from any party discovering
such Material Document Defect or Material Breach), cure the same in all material respects (which cure shall include payment of
any losses and Additional Trust Fund Expenses associated therewith) or, if such Material Document Defect or Material Breach, as
the case may be, cannot be cured within such 90 day period, the Seller shall either (i) repurchase the affected Mortgage Loan or
any related REO Property (or the Trust Fund’s interest therein) at the applicable Purchase Price by wire transfer of immediately
available funds to the Collection Account or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan
(provided that in no event shall any such substitution occur later than the second anniversary of the Closing Date) and pay the
Master Servicer, for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith; provided,
however, that if (i) such Material Document Defect or Material Breach is capable of being cured but not within such 90 day
period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan’s not being a “qualified
mortgage” within the meaning of the REMIC Provisions and (iii) the Seller has commenced and is diligently proceeding with
the cure of such Material Document Defect or Material Breach within such 90 day period, then the Seller shall have an additional
90 days to complete such cure, or, in the event of a failure to so cure, to complete such repurchase of the related Mortgage Loan
or substitute a Qualified Substitute Mortgage Loan as described above (it being understood and agreed that, in connection with
the Seller’s receiving such additional 90 day period, the Seller shall deliver an Officer’s Certificate to the Trustee,
the Special Servicer and the Certificate Administrator setting forth the reasons such Material Document Defect or Material Breach
is not capable of being cured within the initial 90 day period and what actions the Seller is pursuing in connection with the cure
thereof and stating that the Seller anticipates that such Material Document Defect or Material Breach will be cured within such
additional 90 day period); and provided, further, that, if any such Material Document Defect is still not cured after
the initial 90 day period and any such additional 90 day period solely due to the failure of the Seller to have received the recorded
document, then the Seller shall be entitled to continue to defer its cure,


 






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repurchase or substitution obligations in respect of
such Document Defect so long as the Seller certifies to the Trustee, the Special Servicer and the Certificate Administrator every
30 days thereafter that the Document Defect is still in effect solely because of its failure to have received the recorded document
and that the Seller is diligently pursuing the cure of such defect (specifying the actions being taken), except that no such deferral
of cure, repurchase or substitution may continue beyond the date that is 18 months following the Closing Date. Any such repurchase
or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. The Seller shall have no obligation to monitor
the Mortgage Loans regarding the existence of a Breach or a Document Defect, but if the Seller discovers a Material Breach or Material
Document Defect with respect to a Mortgage Loan, it will notify the Purchaser. Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect
to each Mortgage Loan being repurchased or replaced, and received by the Master Servicer or the Special Servicer on behalf of the
Trust, after the related Cut-off Date through, but not including, the related date of repurchase or substitution, shall be part
of the Trust Fund. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related
Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced
and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution,
shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Seller effecting the related repurchase
or substitution promptly following receipt.


 


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


 


With respect to the Illinois
Center Mortgage Loan, the Seller agrees that if a “Material Document Defect” (or equivalent concept) under, and as
such term or any analogous term is defined in, the related Other Pooling and Servicing Agreement exists with respect to the related
controlling Non-Serviced Companion Loan and the applicable seller thereof or other responsible party repurchases such related Non-Serviced
Companion Loan from the related Other Securitization Trust, then the Seller shall repurchase the Illinois Center Mortgage Loan;
provided, however, that the foregoing shall not apply to any Material Document Defect (or equivalent concept) related to the promissory
note for the related Non-Serviced Companion Loan.


 


(f)            
In connection with any repurchase or substitution of one or more Mortgage Loans pursuant to this Section 6,
the Pooling and Servicing Agreement shall provide


 






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that the Trustee, the Certificate Administrator, the Custodian, the Master Servicer
and the Special Servicer shall each tender to the repurchasing entity, upon delivery to each of them of a receipt executed by the
repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File (including, without limitation,
the Servicing File) and other documents and all escrows and reserve funds pertaining to such Mortgage Loan possessed by it, and
each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or appropriate
to the repurchasing entity or its designee in the same manner, but only if the respective documents have been previously assigned
or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to the manner and forms pursuant
to which such documents were previously assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and
reconveyance of the Mortgage Loan and the security therefor to the Seller or its designee; provided that such tender by
the Trustee and the Custodian shall be conditioned upon its receipt from the Master Servicer of a Request for Release and an Officer’s
Certificate to the effect that the requirements for repurchase or substitution have been satisfied.


 


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


 


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


 


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


 


The Seller shall provide
to the Depositor and the Certificate Administrator the Seller’s “Central Index Key” number assigned by the Securities
and Exchange Commission and a true, correct and complete copy of the relevant portions of any Form ABS-15G that the Seller


 






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is required
to file with the Securities and Exchange Commission pursuant to Rule 15Ga-1 under the Exchange Act with respect to the Mortgage
Loans on or before the date that is five (5) Business Days before the date such Form ABS-15G is required to be filed with
the Securities and Exchange Commission.


 


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


 


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


 


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


 


Each party hereto agrees
and acknowledges that, as of the date of this Agreement, the “Central Index Key” number of the Trust Fund is 0001652672.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)          
a letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention
that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement,
the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), as of the
date thereof or as of the Closing Date (or, in the case of the Primary Free Writing Prospectus or the Preliminary Offering Circular,
solely as of the time of sale) contained or contain, as applicable, with respect to the Seller or the Mortgage Loans, any untrue
statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the
Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) the Seller Information
(as defined in the Indemnification Agreement)


 






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in the Prospectus Supplement appears to be appropriately responsive in all material
respects to the applicable requirements of Regulation AB.


 


(d)           
The Public Certificates shall have been concurrently issued and sold pursuant to the terms of the Underwriting Agreement.
The Private Certificates shall have been concurrently issued and sold pursuant to the terms of the Certificate Purchase Agreement.


 


(e)           
The Seller shall have executed and delivered concurrently herewith the Indemnification Agreement.


 


(f)           
The Seller shall furnish the Purchaser, the Underwriters and the Initial Purchasers with such other certificates of its
officers or others and such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement
as the Purchaser and its counsel may reasonably request.


 


SECTION 9     Closing.
The closing for the purchase and sale of the Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place and time as the parties shall agree.


 


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


 






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Wickersham & Taft LLP,
as counsel to the Purchaser; and (x) the reasonable fees and expenses of Orrick, Herrington & Sutcliffe LLP, as counsel to
the Underwriters and the Initial Purchasers.


 


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


 


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


 


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


 


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


 


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


 






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NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS
IN ANY MANNER PERMITTED BY LAW.


 


SECTION 15     No
Third-Party Beneficiaries. The parties do not intend the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 6(a)(viii) and Section 16.


 


SECTION 16    
Assignment. The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed
and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the
Trustee for the benefit of the Certificateholders. The Seller hereby acknowledges its obligations pursuant to Sections 2.01,
2.02 and 2.03 of the Pooling and Servicing Agreement. This Agreement shall bind and inure to the benefit of and be enforceable
by the Seller, the Purchaser and their permitted successors and assigns. Any Person into which the Seller may be merged or consolidated,
or any Person resulting from any merger, conversion or consolidation to which the Seller may become a party, or any Person succeeding
to all or substantially all of the business of the Seller, shall be the successor to the Seller hereunder without any further act.
The warranties and representations and the agreements made by the Seller herein shall survive delivery of the Mortgage Loans to
the Trustee until the termination of the Pooling and Servicing Agreement, but shall not be further assigned by the Trustee to any
Person.


 


SECTION 17    
Notices. All communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the
Purchaser, will be mailed, hand delivered, couriered or sent by facsimile transmission to it at 200 West Street, New York, New
York 10282, to the attention of Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale,
fax number: (212) 902-3000, email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com,
(ii) if sent to the Seller, will be mailed, hand delivered, couriered or sent by facsimile transmission or electronic mail and
confirmed to it at Citigroup Global Markets Realty Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention
of Paul Vanderslice, fax number:  (212) 723-8599, and Citigroup Global Markets Realty Corp., 388 Greenwich Street, 19th
Floor, New York, New York 10013, to the attention of Richard Simpson, fax number:  (646) 328-2943, and Ryan M. O’Connor,
fax number: (646) 328-2943, respectively, and with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and
to Ryan M. O’Connor at ryan.m.oconnor@citi.com, and (iii) in the case of any of the preceding parties, such other address
as may hereafter be furnished to the other party in writing by such parties.


 


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


 


SECTION 19    
Counterparts. This Agreement may be executed in any number of counterparts, and by the parties hereto in separate
counterparts, each of which when executed


 






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and delivered shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document
Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this
Agreement.


 


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


 


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


 


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


 


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


   


* * * * * *


 






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





	 	 	 
	 	GS MORTGAGE SECURITIES CORPORATION II
	 	 	 
	 	By:	/s/ Leah Nivison
	 	 	Name:  Leah Nivison
	 	 	Title: Vice President
	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY CORP.
	 	 	 
	 	By:	/s/ Richard W. Simpson
	 	 	Name:  Richard W. Simpson
	 	 	Title: Authorized Signatory







 


 


 





GS 2015-GC34 CGMRC MORTGAGE LOAN PURCHASE AGREEMENT











    	 



    	 



    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 






    	A-1



    	 



    

 




 


GC34 ML Schedule


 


	Control Number	 	Footnotes	 	Loan Number	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	 Cut-Off Date Balance ($) 	 	Mortgage Loan Rate (%)	 	Remaining Term To Maturity (Mos.)	 	Maturity Date
	1	 	1	 	8788	 	Illinois Center	 	 	 	 	 	 	 	 	 	100,000,000	 	4.49500%	 	118	 	8/6/2025
	1.01	 	 	 	10576	 	111 East Wacker	 	111 East Wacker Drive	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 
	1.02	 	 	 	10631	 	233 North Michigan Avenue	 	233 North Michigan Avenue	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 
	2	 	2	 	8633	 	750 Lexington Avenue	 	750 Lexington Avenue	 	New York	 	New York	 	10022	 	84,500,000	 	4.55000%	 	120	 	10/6/2025
	5	 	 	 	10078	 	444-450 West 56th Street	 	444-450 West 56th Street	 	New York	 	New York	 	10019	 	30,000,000	 	4.30000%	 	120	 	10/6/2025
	7	 	 	 	8760	 	Bluejay Grocery Portfolio	 	 	 	 	 	 	 	 	 	27,448,750	 	4.50000%	 	118	 	8/6/2025
	7.01	 	 	 	8760-1	 	Pick N Save	 	1735 West Silver Spring Drive	 	Glendale	 	Wisconsin	 	53209	 	 	 	 	 	 	 	 
	7.02	 	 	 	8760-2	 	Marsh Kokomo	 	208 East Southway Boulevard	 	Kokomo	 	Indiana	 	46902	 	 	 	 	 	 	 	 
	7.03	 	 	 	8760-3	 	Copps Madison	 	620 South Whitney Way	 	Madison	 	Wisconsin	 	53711	 	 	 	 	 	 	 	 
	7.04	 	 	 	8760-4	 	Tops Lockport	 	3945 Lockport-Olcott Road	 	Lockport	 	New York	 	14094	 	 	 	 	 	 	 	 
	19	 	 	 	10638	 	Carnegie Park	 	26601 West Carnegie Park Drive	 	Southfield	 	Michigan	 	48034	 	12,420,000	 	4.93000%	 	119	 	9/6/2025
	24	 	 	 	8693	 	Gratiot Crossing	 	50700 Gratiot Avenue	 	Chesterfield	 	Michigan	 	48051	 	11,150,000	 	4.46000%	 	119	 	9/6/2025
	29	 	 	 	8662	 	Park on Clairmont	 	3180 Clairmont Road Northeast	 	Brookhaven	 	Georgia	 	30329	 	8,318,125	 	4.71000%	 	119	 	9/6/2025
	30	 	 	 	10022	 	Station 3 Lofts	 	333 East Parent Avenue	 	Royal Oak	 	Michigan	 	48067	 	7,800,000	 	4.70000%	 	119	 	9/6/2025
	31	 	 	 	8634	 	222 East 59th Street	 	222 East 59th Street	 	New York	 	New York	 	10022	 	7,500,000	 	4.65000%	 	120	 	10/6/2025
	49	 	 	 	8477	 	Montgomeryville Self Storage Portfolio	 	 	 	 	 	 	 	 	 	3,900,000	 	4.83000%	 	120	 	10/6/2025
	49.01	 	 	 	8477-1	 	Xtra Space Self-Storage	 	947 Bethlehem Pike	 	Montgomeryville	 	Pennsylvania	 	18936	 	 	 	 	 	 	 	 
	49.02	 	 	 	8477-2	 	Montgomeryville Mini Storage	 	1070 Bethlehem Pike	 	Montgomeryville	 	Pennsylvania	 	18936	 	 	 	 	 	 	 	 
	54	 	 	 	8731	 	Denney’s Mini Storage	 	2369 South Highway 89	 	Chino Valley	 	Arizona	 	86323	 	2,595,401	 	4.65000%	 	119	 	9/6/2025
	55	 	 	 	10641	 	849 West Armitage Avenue	 	849 West Armitage Avenue	 	Chicago	 	Illinois	 	60614	 	2,450,000	 	4.81000%	 	120	 	10/6/2025


 


	1	The Cut-off Date Balance of $100,000,000 represents the note A-2 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 (controlling interest in the Illinois Center Whole Loan) and note A-3 (non-controlling interest in the Illinois Center Whole Loan), have an aggregate principal balance of $160,000,000 as of the Cut-off Date. The $100,000,000 note A-1 was securitized in the CGCMT 2015-GC33 securitization transaction and the $60,000,000 note A-3 is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	2	The Cut-off Date Balance of $84,500,000 represents the note A-1 of a $130,000,000 whole loan evidenced by two pari passu notes. The companion loan has a principal balance of $45,500,000 as of the Cut-off Date and will be contributed in a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.


 






    	 



    	 



    

 


GC34 ML Schedule


 


	Control Number	 	Footnotes	 	Loan Number	 	Property Name	 	Remaining Amortization Term (Mos.)	 	Servicing Fee Rate (%)	 	Subservicing Fee Rate (%)	 	Mortgage Loan Seller	 	Crossed Group	 	ARD (Yes / No)	 	Final Maturity Date	 	Revised Rate	 	Companion Loan Flag	 	Companion Loan Cut-off Balance	 	Companion Loan Interest Rate	 	Companion Loan Remaining Term To Maturity / ARD (Mos.)	 	Companion Loan Maturity Date / ARD	 	Companion Loan Remaining Amortization Term (Mos.)
	1	 	1	 	8788	 	Illinois Center	 	360	 	0.00250%	 	0.00250%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	Yes	 	160,000,000	 	4.49500%	 	118	 	8/6/2025	 	360
	1.01	 	 	 	10576	 	111 East Wacker	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.02	 	 	 	10631	 	233 North Michigan Avenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	2	 	8633	 	750 Lexington Avenue	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	Yes	 	45,500,000	 	4.55000%	 	120	 	10/6/2025	 	360
	5	 	 	 	10078	 	444-450 West 56th Street	 	0	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7	 	 	 	8760	 	Bluejay Grocery Portfolio	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.01	 	 	 	8760-1	 	Pick N Save	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	8760-2	 	Marsh Kokomo	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.03	 	 	 	8760-3	 	Copps Madison	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.04	 	 	 	8760-4	 	Tops Lockport	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	 	 	 	10638	 	Carnegie Park	 	360	 	0.00250%	 	0.05000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	8693	 	Gratiot Crossing	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29	 	 	 	8662	 	Park on Clairmont	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	10022	 	Station 3 Lofts	 	360	 	0.00250%	 	0.05130%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31	 	 	 	8634	 	222 East 59th Street	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49	 	 	 	8477	 	Montgomeryville Self Storage Portfolio	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49.01	 	 	 	8477-1	 	Xtra Space Self-Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49.02	 	 	 	8477-2	 	Montgomeryville Mini Storage	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54	 	 	 	8731	 	Denney’s Mini Storage	 	299	 	0.00500%	 	0.05000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55	 	 	 	10641	 	849 West Armitage Avenue	 	360	 	0.00500%	 	0.00000%	 	CGMRC	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	1	The Cut-off Date Balance of $100,000,000 represents the note A-2 of a $260,000,000 loan combination evidenced by three pari passu notes. The companion loans, evidenced by note A-1 (controlling interest in the Illinois Center Whole Loan) and note A-3 (non-controlling interest in the Illinois Center Whole Loan), have an aggregate principal balance of $160,000,000 as of the Cut-off Date. The $100,000,000 note A-1 was securitized in the CGCMT 2015-GC33 securitization transaction and the $60,000,000 note A-3 is expected to be contributed to a future securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $260,000,000.
	2	The Cut-off Date Balance of $84,500,000 represents the note A-1 of a $130,000,000 whole loan evidenced by two pari passu notes. The companion loan has a principal balance of $45,500,000 as of the Cut-off Date and will be contributed in a future securitization transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $130,000,000.


 






    


    


    


 






 


EXHIBIT B



MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 






    	B-1



    	 



    




 




 


MORTGAGE
LOAN REPRESENTATIONS AND WARRANTIES


 


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



 


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



 


Except
as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available
to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without
limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Sponsor in connection with
the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage
Note, Mortgage or other Loan Documents.


 


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



 


	(4)	Mortgage
                                         Status; Waivers and Modifications. Since origination and except by written instruments
                                         set forth in the related Mortgage File (a) the material terms of such Mortgage,
                                         Mortgage Note, Mortgage Loan guaranty, and related Loan Documents have not been waived,
                                         impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect
                                         which materially interferes with the security intended to be provided by such Mortgage;
                                         (b) no related Mortgaged Property or any portion thereof has been released from
                                         the lien of the related Mortgage in any manner which materially interferes with the security
                                         intended to be provided by such Mortgage or



 






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		the use or operation of the remaining
                              portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor
                              has been released from its material obligations under the Mortgage Loan.




 


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



 


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



 






    	B-3



    	 



    

 


		any other holder of the Mortgage Loan,
                              has done, by act or omission, anything that would materially impair the coverage under such Title
                              Policy.




 


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



 


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



 


	(9)	UCC
                                         Filings. If the related Mortgaged Property is operated as a hospitality property,
                                         the Sponsor has filed and/or recorded or caused to be filed and/or recorded (or, if not
                                         filed and/or recorded, submitted in proper form for filing and/or recording), UCC financing
                                         statements in the appropriate public filing and/or recording offices necessary at the
                                         time of the origination of the Mortgage Loan to perfect a valid security interest in
                                         all items of physical personal property reasonably necessary to operate such Mortgaged
                                         Property owned by such Mortgagor and located on the related Mortgaged Property (other
                                         than any non-material personal property, any personal property subject to a purchase
                                         money security interest, a sale and leaseback financing arrangement as permitted under
                                         the terms of the related Mortgage Loan documents or any other personal property leases
                                         applicable to such personal property), to the extent perfection may be effected pursuant
                                         to applicable law by recording or filing, as the case may be. Subject to the Standard
                                         Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable
                                         lien and security interest on the items of personalty described above. No representation
                                         is made as to the perfection of any security interest in rents or other personal property
                                         to the extent that possession or control of such items or actions other than the filing
                                         of UCC financing statements are required in order to effect such perfection.



 


	(10)	Condition
                                         of Property. The Sponsor or the originator of the Mortgage Loan inspected or caused
                                         to be inspected each related Mortgaged Property within six months of origination of the
                                         Mortgage Loan and within thirteen months of the Cut-off Date.



 


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


 


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



 






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



 


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



 


	(13)	Actions
                                         Concerning Mortgage Loan. As of the date of origination and to the Sponsor’s
                                         knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding,
                                         arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s
                                         interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected
                                         to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged
                                         Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s
                                         ability to perform under the related Mortgage Loan, (d) such guarantor’s ability
                                         to perform under the related guaranty, (e) the principal benefit of the security
                                         intended to be provided by the Mortgage Loan documents or (f) the current principal
                                         use of the Mortgaged Property.



 


	(14)	Escrow
                                         Deposits. All escrow deposits and payments required to be escrowed with Mortgagee
                                         pursuant to each Mortgage Loan are in the possession, or under the control, of the Sponsor
                                         or its servicer, and there are no deficiencies (subject to any applicable grace or cure
                                         periods) in connection therewith, and all such escrows and deposits (or the right thereto)
                                         that are required to be escrowed with Mortgagee under the related Loan Documents are
                                         being conveyed by the Sponsor to Depositor or its servicer.



 


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



 


	(16)	Insurance.
                                         Each related Mortgaged Property is, and is required pursuant to the related Mortgage
                                         to be, insured by a property insurance policy providing coverage for loss in accordance
                                         with coverage found under a “special cause of loss form” or “all risk
                                         form” that includes replacement cost valuation issued by an insurer meeting the
                                         requirements of the related Loan Documents and having a claims-paying or financial strength
                                         rating of at least “A-:VIII” from A.M. Best Company or “A3” (or
                                         the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard
                                         & Poor’s Ratings Services (collectively the “Insurance Rating Requirements”),
                                         in an amount (subject to a customary deductible) not less than the lesser of (1) the
                                         original principal balance of the Mortgage Loan and (2) the full insurable value on a
                                         replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
                                         owned by the Mortgagor and included in the Mortgaged Property (with no deduction for
                                         physical depreciation), but, in any event, not less than the amount necessary or containing
                                         such endorsements as are necessary to avoid the operation of any coinsurance provisions
                                         with respect to the related Mortgaged Property.



 


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


 






    	B-5



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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



 






    	B-6



    	 



    

 


		the applicable governing authority for
                              creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor to escrow
                              an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is
                              a part until the separate tax lots are created.




 


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



 


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



 


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



 


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



 


	(22)	Authorized
                                         to do Business. To the extent required under applicable law, as of the Cut-off Date
                                         or as of the date that such entity held the Mortgage Note, each holder of the Mortgage
                                         Note was



 






    	B-7



    	 



    

 


		authorized to originate, acquire and/or
                              hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property
                              is located, or the failure to be so authorized does not materially and adversely affect the enforceability
                              of such Mortgage Loan by the Trust.



 


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



 


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



 


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



 


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



 






    	B-8



    	 



    

 


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



 


With
respect to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010,
the Mortgagor can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required
by the REMIC Provisions and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged
Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien
of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the
remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or related
Whole Loan).


 


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


 


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



 


	(29)	Acts
of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy
and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program
Reauthorization Act of 2007 as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred
to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.
With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption



 






    	B-9



    	 



    

 


		policy (issued by an insurer meeting
                               the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan,
                               and, to the Sponsor’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts
                               of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered
                               by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan
                               Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of
                               Terrorism, as defined in TRIA, or damages related thereto; provided, however, that
                               if TRIA or a similar or subsequent statute is not in effect, then provided that terrorism
                               insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry
                               terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the
                               Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds
                               the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism
                               insurance available with funds equal to the Terrorism Cap Amount. The “Terrorism Cap Amount”
                               is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium
                               that is payable at such time in respect of the property and business interruption/rental loss insurance
                               required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake
                               components of such casualty and business interruption/rental loss insurance).



 


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



 


	(31)	Single-Purpose
                                         Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for
                                         at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the
                                         organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off
                                         Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose
                                         Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of $20 million or
                                         more has



 






    	B-10



    	 



    

 


		a counsel’s opinion regarding
                              non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall
                              mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan
                              has a Cut-off Date Principal Balance equal to $5 million or less, its organizational documents or
                              the related Loan Documents) provide substantially to the effect that it was formed or organized
                              solely for the purpose of owning and operating one or more of the Mortgaged Properties securing
                              the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property
                              or Properties, and whose organizational documents further provide, or which entity represented in
                              the related Loan Documents, substantially to the effect that it does not have any assets other than
                              those related to its interest in and operation of such Mortgaged Property or Properties, or any
                              indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents,
                              that it has its own books and records and accounts separate and apart from those of any other person
                              (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with
                              the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from
                              any other person or entity.



 


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



 


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



 


	(34)	Ground
                                         Leases. For purposes of this Annex E-1, a “Ground Lease” shall mean
                                         a lease creating a leasehold estate in real property where the fee owner as the ground
                                         lessor conveys for a term or terms of years its entire interest in the land and buildings
                                         and other improvements, if any, comprising the premises demised under such lease to the
                                         ground lessee (who may, in certain circumstances, own the building and improvements on
                                         the land), subject to the reversionary interest of the ground lessor as fee owner and
                                         does not include industrial development agency (IDA) or similar leases for purposes of
                                         conferring a tax abatement or other benefit.



 






    	B-11



    	 



    

 


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


 


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


 


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


 


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


 


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


 


(e)The
Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable
to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided
that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned,
it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior
notice to) the lessor;


 


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


 


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


 


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


 


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


 


(j)Under
the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken
together), any related insurance proceeds or the


 






    	B-12



    	 



    

 


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


 


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


 


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


 


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



 


	(36)	Origination
                                         and Underwriting. The origination practices of the Sponsor (or the related originator
                                         if the Sponsor was not the originator) with respect to each Mortgage Loan have been,
                                         in all material respects, legal and as of the date of its origination, such Mortgage
                                         Loan (or the related Whole Loan, as applicable) and the origination thereof complied
                                         in all material respects with, or was exempt from, all requirements of federal, state
                                         or local law relating to the origination of such Mortgage Loan; provided that
                                         such representation and warranty does not address or otherwise cover any matters with
                                         respect to federal, state or local law otherwise covered in this Annex E-1.



 


	(37)	No
                                         Material Default; Payment Record. No Mortgage Loan has been more than 30 days
                                         delinquent, without giving effect to any grace or cure period, in making required debt
                                         service payments since origination, and as of the date hereof, no Mortgage Loan is more
                                         than 30 days delinquent (beyond any applicable grace or cure period) in making required
                                         payments as of the Closing Date. To the Sponsor’s knowledge, there is (a) no
                                         material default, breach, violation or event of acceleration existing under the related
                                         Mortgage Loan, or (b) no event (other than payments due but not yet delinquent)
                                         which, with the passage of time or with notice and the expiration of any grace or cure
                                         period, would constitute a material default, breach, violation or event of acceleration,
                                         which default, breach, violation or event of acceleration, in the case of either (a) or
                                         (b), materially and adversely affects the value of the Mortgage Loan or the value, use
                                         or operation of the related Mortgaged Property, provided, however, that
                                         this representation and warranty does not cover any default, breach, violation or event
                                         of acceleration that specifically pertains to or arises out of an exception scheduled
                                         to any other representation and warranty made by the Sponsor in this Annex E-1 (including,
                                         but not limited to, the prior sentence). No person other than the holder of such Mortgage
                                         Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness
                                         under the Mortgage Loan documents.



 


	(38)	Bankruptcy.
                                         As of the date of origination of the related Mortgage Loan and to the Sponsor’s
                                         knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants
                                         of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor,
                                         guarantor or tenant occupying a single-tenant property is a debtor in state or federal
                                         bankruptcy, insolvency or similar proceeding.



 


	(39)	Organization
of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor
delivered by the Mortgagor in connection with the origination of such Mortgage Loan or the related Whole Loan, as applicable),
the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia



 






    	B-13



    	 



    

 


		or the Commonwealth of Puerto Rico.
                               Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with
                               another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor
                               under another Mortgage Loan.




 


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



 


	(41)	Appraisal.
                                         The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal
                                         date within 6 months of the Mortgage Loan origination date, and within 12 months of the
                                         Closing Date. The appraisal is signed by an appraiser who is a Member of the Appraisal
                                         Institute (“MAI”) and, to the Sponsor’s knowledge, had no interest,
                                         direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on
                                         the security thereof, and whose compensation is not affected by the approval or disapproval
                                         of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental
                                         letter that the appraisal satisfies the requirements of the “Uniform Standards
                                         of Professional Appraisal Practice” as adopted by the Appraisal Standards Board
                                         of the Appraisal Foundation. Each appraisal contains a statement, or is accompanied by
                                         a letter from the appraiser, to the effect that the appraisal was performed in accordance
                                         with the requirements of the Financial Institutions Reform, Recovery and Enforcement
                                         Act of 1989, as in effect on the date such Mortgage Loan was originated.



 


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



 






    	B-14



    	 



    

 


	(43)	Cross-Collateralization.
                                         Except with respect to a Mortgage Loan that is part of a Whole Loan no Mortgage Loan
                                         is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside
                                         the Mortgage Pool, except as set forth on Annex E-2.



 


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



 


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



 


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


 


For
purposes of these representations and warranties, the phrases “the Sponsor’s knowledge” or “the Sponsor’s
belief” and other words and phrases of like import mean, except where otherwise expressly set forth in these representations
and warranties, the actual state of knowledge or belief of the Sponsor, its officers and employees directly responsible for the
underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth in these representations
and warranties.


 





    B-15


    


    

 


 


Exhibit B-30-1



List of Mortgage Loans with Current Mezzanine Debt






 


None.


 






    	B-30-1-1



    	 



    




 


Exhibit B-30-2



List of Mortgage Loans with Permitted Mezzanine Debt






 


None.


 






    	B-30-2-1



    	 



    

 


Exhibit B-30-3



List of Cross-Collateralized and Cross-Defaulted Mortgage Loans


 


None.


 






    	B-30-3-1



    	 



    




 


EXHIBIT C



EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES 


	 	 	 	 	 
	Representation
    Number

    on Annex E-1	 	Mortgage
    Loan Name

    and Number as

    Identified on Annex A	 	Description
    of Exception 
	 	 	 	 	 
	(6) Permitted Liens; Title Insurance	 	Bluejay Grocery Portfolio (Loan No. 7)	 	The sole tenants at each of the Mortgaged Properties identified as Copps Madison and Pick
    N Save each have a right of first refusal to purchase the respective related Mortgaged Property in the event the respective
    related Mortgagor markets the related Mortgaged Property for sale. The right of first refusal is not exercisable in connection
    with the related lender’s sale of the related Mortgaged Property following a foreclosure or deed in lieu of foreclosure,
    or in connection with any foreclosure or deed in lieu of foreclosure.
	 	 	 	 	 
	(16) Insurance	 	750 Lexington Avenue (Loan No. 2)	 	Subject to the Mortgagor’s satisfaction of certain conditions, the Mortgage Loan Documents
    permit proceeds in respect to a property loss under $6,500,000 to be disbursed to the Mortgagor for restoration of the Mortgaged
    Property.
	 	 	 	 	 
	(17) Access; Utilities; Separate Tax Lots	 	Montgomeryville Self Storage Portfolio (Loan No. 49)	 	The Mortgaged Property identified as 1070 Bethlehem Pike does not have water or septic service.
    The Mortgaged Property relies on an electric waste incinerator toilet and bottled water.
	 	 	 	 	 
	(24)Local Law Compliance	 	444-450 West 56th Street (Loan No. 5)	 	There are several open violations at the Mortgaged Property, including, among others, Department
    of Building violations relating to elevators, emergency systems, and construction, and Environmental Control Board violations
    relating to building maintenance and egress doors. The Mortgagor has represented in the related Mortgage Loan Documents that
    satisfaction of certain of the violations is the obligation of a tenant at the Mortgaged Property under the terms of such
    tenant’s lease with the Mortgagor. Satisfaction of the remaining violations is the obligation of the Mortgagor under
    the related Mortgage Loan Documents.
	 	 	 	 	 
	(26) Recourse Obligations	 	Illinois Center (Loan No. 1)	 	The  Mortgage Loan Documents for the related Mortgage Loan provide that the Mortgage
    Loan becomes full recourse to the Mortgagor and guarantor in the event of any transfer of the Mortgaged Property or any equity
    interests in the Mortgagor  that violates the transfer provisions contained in the Mortgage Loan Documents and is
    either material or deliberate. Further, the related Mortgage Loan Documents provide that the Mortgage Loan becomes recourse
    to the Mortgagor and the guarantor for any losses incurred by the lender in the event of any breach of the transfer provisions
    of the related Mortgage Loan Documents unless (i) such breach  was inadvertent and immaterial, (ii) the related
    Mortgagor cures such breach within 30 days of receipt of notice thereof and provides the related lender notice of the breach,
    and (iii) upon the related lender’s request, the related Mortgagor provides a new non-consolidation opinion or opinion
    that the breach does not impair the existing non-consolidation opinion.
	 	 	 	 	 
	(26) Recourse Obligations	 	444-450 West 56th Street (Loan No. 5)	 	The  Mortgage Loan Documents for the related Mortgage Loan provide that the Mortgage
    Loan becomes full recourse to the Mortgagor and guarantor in the event of any transfer of the Mortgaged Property or any equity
    interests in the Mortgagor  that violates the transfer provisions contained in the Mortgage Loan Documents and is
    either material or deliberate. Further, the related Mortgage Loan Documents provide that the Mortgage Loan becomes recourse
    to the Mortgagor and the guarantor for any losses incurred by the lender in the event of any breach of the transfer provisions
    of the related Mortgage Loan Documents unless (i) such breach  was inadvertent and immaterial, (ii) the related
    Mortgagor cures such breach within 30 days of receipt of notice thereof and provides the related lender notice of the breach,
    and (iii) upon the related lender’s request, the related Mortgagor provides a new non-consolidation opinion or opinion
    that the breach does not impair the existing non-consolidation opinion.






 






    	C-1



    	 



    

 


	 	 	 	 	 
	(34) Ground Leases	 	750 Lexington Avenue (Loan No. 2)	 	(g)  Under the related ground lease, no event of default
    is effective unless any notice to the ground lessee required to effectuate the event of default under the ground lease was
    given contemporaneously to the Mortgagee.  The ground lease does not specifically provide that no notice of an event
    of default is effective without such notice being given to the Mortgagee.
	 	 	 	 	 
	(39) Organization of Mortgagor	 	750 Lexington Avenue (Loan No. 2), 222 East 59th Street (Loan No.
    31)	 	The related Mortgagors are affiliates.
	 	 	 	 	 
	(40) Environmental Conditions	 	Bluejay Grocery Portfolio (Loan No. 7)	 	The Phase I Environmental Site Assessment (ESA) for the Mortgaged
    Property identified as Marsh Supermarkets identifies impacts to the groundwater at the Mortgaged Property in relation to underground
    storage tanks (USTs) associated with an historic gasoline station housed on the southeastern portion of the Mortgaged Property.  The
    USTs were removed from the Mortgaged Property in May 2010.  Groundwater monitoring wells were installed at the Mortgaged
    Property with the latest round of groundwater sampling taking place in January 2015.  No constituents of concern
    above laboratory reporting limits were detected in groundwater during the January 2015 sampling event.  Accordingly,
    closure has been requested from the Indiana Department of Environmental Management, and the request remains pending.  Based
    on the findings of the January 2015 groundwater samples, the Phase I ESA consultant expected that case closure would be granted
    and did not recommend any additional investigation.


 






    	C-2



    	 



    

 


EXHIBIT D



FORM OF OFFICER’S CERTIFICATE


 


[                            ]
(“Seller”) hereby certifies as follows:


 


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



 


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



 


		3.	Neither the Prospectus, dated October 5, 2015 (the
“Base Prospectus”), as supplemented by the Prospectus Supplement, dated October 16, 2015 (the “Prospectus
Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the offering of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S,
Class B, Class PEZ, Class C, Class D and Class X-D Certificates, nor the Offering Circular, dated October 14, 2015
(the “Offering Circular”), relating to the offering of the Class E, Class F, Class G and Class R
Certificates, in the case of the Prospectus, as of the date of the Prospectus Supplement or as of the date hereof, or the Offering
Circular, as of the date thereof or as of the date hereof, included or includes any untrue statement of a material fact relating
to the Seller, the Mortgage Loans, any related Whole Loan (including, without limitation, the identity of the servicers for, and
the terms of the Other Pooling and Servicing Agreement governing the servicing of, any related Non-Serviced Whole Loan), the related
Mortgaged Properties and the related Mortgagors and their respective affiliates, or omitted or omits to state therein a material
fact relating to the Seller, the Mortgage Loans, any related Whole Loan (including, without limitation, the identity of the servicers
for, and the terms of the Other Pooling and Servicing Agreement governing the servicing of, any related Non-Serviced Whole Loan),
the related Mortgaged Properties and the related Mortgagors and their respective affiliates required to be stated therein or necessary
in order to make the



 






    	D-1



    	 



    

  


statements
therein relating to the Seller, the Mortgage Loans, any related Whole Loan (including, without limitation, the identity of the
servicers for, and the terms of the Other Pooling and Servicing Agreement governing the servicing of, any related Non-Serviced
Whole Loan), the related Mortgaged Properties and the related Mortgagors and their respective affiliates, in the light of the
circumstances under which they were made, not misleading.


 


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


 


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


 


[SIGNATURE APPEARS ON THE FOLLOWING PAGE]


 






    	D-2



    	 



    




 


Certified this __ day of October, 2015. 





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







 






    	D-3