Exhibit
4.6


 


MORTGAGE
LOAN PURCHASE AGREEMENT


 


This
Mortgage Loan Purchase Agreement (“Agreement”), is dated and effective as of [DATE], between [MORTGAGE LOAN
SELLER], as seller (in such capacity, together with its successors and permitted assigns hereunder, the “Mortgage Loan
Seller”), and [Wells Fargo Commercial Mortgage Securities, Inc.], as purchaser (in such capacity, together with its
successors and permitted assigns hereunder, the “Purchaser”).


 


RECITALS


 


The
Mortgage Loan Seller desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation
or warranty, other than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth
herein, the [commercial, multifamily and/or manufactured housing community] mortgage loans (collectively, the “Mortgage
Loans”) identified on the schedule annexed hereto as Exhibit A (as such schedule may be amended from time
to time pursuant to the terms hereof, the “Mortgage Loan Schedule”).


 


The
Purchaser intends to create a trust (the “Trust”), the primary assets of which will be a segregated pool of
[commercial, multifamily and manufactured housing community] mortgage loans, that includes the Mortgage Loans. Beneficial ownership
of the assets of the Trust (such assets collectively, the “Trust Fund”) will be evidenced by a series of mortgage
pass-through certificates (the “Certificates”). Certain classes of the Certificates will be rated by nationally
recognized statistical rating organizations (the “Rating Agencies”). Certain classes of Certificates (the “Registered
Certificates”) will be registered under the Securities Act of 1933, as amended (the “Securities Act”),
and certain classes of Certificates (the “Non-Registered Certificates”) will not be registered under the Securities
Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and servicing agreement to be dated as
of [DATE] (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor (the “Depositor”),
[MASTER SERVICER], as master servicer (the “Master Servicer”), [SPECIAL SERVICER], as special servicer (the
“Special Servicer”), [OPERATING ADVISOR], as operating Advisor (the “Operating Advisor”),
[CERTIFICATE ADMINISTRATOR], as certificate administrator (the “Certificate Administrator”), as tax administrator
and as custodian (the “Custodian”), [TRUSTEE], as trustee (the “Trustee”) and [ASSET REPRESENTATIONS
REVIEWER], as asset representations reviewer (the “Asset Representations Reviewer”). Capitalized terms used
but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement as
in full force and effect on the Closing Date (as defined in Section 1 hereof). Any reference to a provision of the
Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date.
It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously
with its purchase of the Mortgage Loans hereunder.


 


The
Purchaser intends to sell the Registered Certificates to [Wells Fargo Securities, LLC (“Wells Fargo Securities”)],
[UNDERWRITER] and [UNDERWRITER] (collectively in such capacity, the “Underwriters”) pursuant to an underwriting
agreement, dated as of the date hereof (the “Underwriting Agreement”), between the Purchaser, [Wells Fargo


 



    	 



    	 



    




 







Bank, National Association] and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to [Wells Fargo
Securities], [INITIAL PURCHASER] and [INITIAL PURCHASER] (collectively in such capacity, the “Private Initial Purchasers”)
pursuant to a certificate purchase agreement, dated as of the date hereof (the “Certificate Purchase Agreement”),
between the Purchaser, [Wells Fargo Bank, National Association] and the Private Initial Purchasers. The Purchaser intends to sell
the Class [LOAN-SPECIFIC] Certificates (together with the Public Certificates and the Private Certificates, the “Certificates”)
to [LOAN-SPECIFIC INITIAL PURCHASER] as the initial purchaser (in such capacity, the “Class [LOAN-SPECIFIC] Certificate
Initial Purchaser” and, together with the Private Certificate Initial Purchasers, the “Initial Purchasers”)
specified in the certificate purchase agreement, dated as of [DATE] (the “Class [LOAN-SPECIFIC] Certificate Purchase
Agreement” and, together with the Private Certificate Purchase Agreement, the “Certificate Purchase Agreements”).
The Certificates are more fully described in (a) that certain prospectus dated [DATE] (together with all annexes and exhibits
thereto, the “Prospectus”), relating to the Registered Certificates and (b) that certain private placement
memorandum, dated [DATE] (together with all annexes and exhibits thereto, the “Private Placement Memorandum”),
relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.


 


The
Mortgage Loan Seller will indemnify the Purchaser, the Underwriters, the Initial Purchasers and certain related parties with respect
to certain disclosure regarding the Mortgage Loans that is contained in (a) that certain preliminary prospectus, dated [DATE],
relating to the Registered Certificates, together with all annexes and exhibits thereto (the “Preliminary Prospectus”),
(b) that certain preliminary private placement memorandum, dated [DATE], relating to the Non-Registered Certificates, together
with all annexes and exhibits thereto (the “Preliminary Private Placement Memorandum”), (c) the Prospectus,
(d) the Private Placement Memorandum and (e) certain other disclosure documents and offering materials relating to the
Certificates, pursuant to an indemnification agreement, dated as of the date hereof (the “Indemnification Agreement”),
among the Mortgage Loan Seller, the Purchaser, the Underwriters and the Initial Purchasers.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties agree as follows:


 


Section
1.          Agreement
to Purchase. The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without
recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan
Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans
shall take place on [DATE] or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”).
As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal
due on the Mortgage Loans, if any, on or before such date, whether or not received, of $[_____], subject to a variance of plus
or minus [_____]%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage
Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which
the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing
Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.


 



    	-2-



    	 



    




 


 


Section
2.          Conveyance
of the Mortgage Loans.     (a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s
obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to
the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and
interest of the Mortgage Loan Seller in, to and under the Mortgage Loans and all documents included in the related Mortgage
Files and Servicing Files. Such assignment includes all scheduled payments of principal and interest under and proceeds of
the Mortgage Loans received after their respective Cut-off Dates (other than scheduled payments of interest and principal due
on or before their respective Cut-off Dates, which shall belong and be promptly remitted to the Mortgage Loan Seller)
together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loans by the Mortgage
Loan Seller (including all documents included in the related Mortgage Files and Servicing Files and any other documents
required to be delivered by the Mortgage Loan Seller under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement).
The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loans after
their respective Cut-off Dates, and all other recoveries of principal and interest collected thereon after their respective
Cut-off Dates (other than scheduled payments of principal and interest due on the Mortgage Loans on or before their
respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case of Qualified Substitute Mortgage
Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall
belong to the Mortgage Loan Seller).


 


After
the Mortgage Loan Seller’s transfer of the Mortgage Loans to the Purchaser, as provided herein, the Mortgage Loan Seller
shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loans. Except for actions that are
the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions
that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall,
on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loans
by the Mortgage Loan Seller to the Purchaser.


 


(b)          The
conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto to
constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such
Mortgage Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not
intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security
for a loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage
Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the
Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now
owned or hereafter acquired, in and to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files
and Servicing Files, (3) all scheduled payments of principal and interest due on the Mortgage Loans after their respective
Cut-off Dates, and (4) all other recoveries of principal and interest collected thereon after their respective Cut-off Dates
(other than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates
and collected after such respective Cut-off Dates or, in the case of Qualified Substitute Mortgage Loans (if any), due on


 



    	-3-



    	 



    




 


or prior
to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee
of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of
any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Notes with
respect to the Mortgage Loans subject hereto from time to time and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser
or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and (v) notifications
to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to,
or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser
for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to
the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement
were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest
of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.


 


(c)          In
connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on
or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank
as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed
Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i)
of the definition of “Mortgage File”) and (y) on or before the date that is 45 days following the Closing
Date, the remainder of the Mortgage File for each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced
Whole Loan as of the Closing Date, any other items required to be delivered by the Mortgage Loan Seller under Sections 2.01(b)
and (c) of the Pooling and Servicing Agreement (other than amounts from reserve accounts and originals of letters of credit, which
shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan
Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan (other than any Non-Serviced Whole Loan):










 


(i)          the
original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition
of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, 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 the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or
title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied
by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original
Mortgage has been sent to the appropriate public recording official for recordation), has been delivered to the Custodian on or
before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed
to have been satisfied as to such


 



    	-4-



    	 



    




 


missing item, and such missing item shall be deemed to have been included in the related Mortgage
File; or


 


(ii)         the
original of any of the documents and/or instruments referred to in clauses (iii), (v) and (x) of the definition of
“Mortgage File”, because such document or instrument has been delivered for recording or filing, as the case may
be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller, a title agent or a
recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an
Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument
has been (or, in accordance with Section 2(d) of this Agreement, will be) sent to the appropriate public recording
official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for
recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has
delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days
following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the
Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item,
and such missing item shall be deemed to have been included in the related Mortgage File;


 


provided,
however, that in each case the Mortgage Loan Seller shall nonetheless (1) from time to time make or cause to be made
reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable
period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian
(if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage Loan Seller’s receipt
thereof.


 


In
addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing
Date) under which any additional collateral is in the form of a letter of credit as of the Closing Date, the Mortgage Loan Seller
shall cause to be prepared, executed and delivered to the issuer of each such letter of credit such notices, assignments and acknowledgments
as are required under such letter of credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights
as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage
Loan that is a Non-Serviced Whole Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property
insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage
Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee
for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder
of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File”
shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing
Date.


 


[In
addition, with respect to the Mortgage Loans identified as Loan Nos. [_____], [_____], [_____] and [_____] on the Mortgage Loan
Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the Mortgage Loan Seller,
the Mortgage Loan Seller shall, within 30 days of the Closing Date (or any shorter period if required


 



    	-5-



    	 



    




 


by the applicable comfort
letter), notify the related franchisors (with a copy to the Master Servicer) that such Mortgage Loans have been transferred to
the Trust and shall, upon receipt of notice from the Master Servicer that any such comfort letter with respect to a franchise
agreement has not been received within the timeframe provided under the Pooling and Servicing Agreement, within a commercially
reasonable time after receipt of such notice, obtain a replacement comfort letter in substantially the same form as the existing
comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter) in favor
of the Trust.]


 


(d)          As
soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case
of a Qualified Substitute Mortgage Loan substituted as contemplated by Section 2.03 of the Pooling and Servicing Agreement,
the related date of substitution) and (ii) the date on which all recording information necessary to complete the subject
document is received by the Mortgage Loan Seller, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of
the Closing Date, the Mortgage Loan Seller is required to complete (or cause to be completed), to the extent necessary, and shall
submit (or cause to be submitted) for recording or filing, as the case may be, including via electronic means, if appropriate,
in or with the appropriate office for real property records or UCC Financing Statements, as applicable, each assignment of Mortgage
and assignment of Assignment of Leases in favor of the Trustee referred to in clauses (iii) and (v) of the definition of
“Mortgage File” in the Pooling and Servicing Agreement and each assignment of UCC Financing Statement in favor of
the Trustee referred to in clause (x) of the definition of “Mortgage File” in the Pooling and Servicing Agreement.
Each such assignment of a loan document shall reflect that it should be returned by the public recording office to the Mortgage
Loan Seller or its designee (who shall deliver each such assignment to the Custodian with a copy to the Master Servicer) following
recording, and each such assignment of UCC Financing Statement shall reflect that the file copy thereof or an appropriate receipt
therefor, as applicable, should be returned to the Mortgage Loan Seller or its designee (who shall deliver each such assignment
to the Custodian with a copy to the Master Servicer) following filing; provided that in those instances where the public
recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Mortgage Loan Seller shall
obtain therefrom a copy of the recorded original and provide such copy to the Custodian (with a copy to the Master Servicer).
Except in the case of a Non-Serviced Whole Loan, if any assignment or other instrument of transfer with respect to the Mortgage
Loans is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Mortgage Loan Seller shall
prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be, and cause the same to be duly
recorded or filed, as appropriate. The Mortgage Loan Seller shall be responsible for all reasonable out-of-pocket costs and expenses
associated with recording and/or filing any and all assignments and other instruments of transfer with respect to the Mortgage
Loans that are required to be recorded or filed, as the case may be, as contemplated above; provided that the Mortgage
Loan Seller shall not be responsible for costs and expenses that the related Mortgagors have agreed to pay.


 


(e)          In
connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or
before the Closing Date, the following items: (i) a copy of the Mortgage File for each Mortgage Loan (except that copies
of instruments of assignment will be delivered by the Custodian when the originals are returned


 



    	-6-



    	 



    




 


to it in accordance with the requirements
of Section 2(d) above); (ii) except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan, originals
or copies of all financial statements, appraisals, environmental reports, engineering reports, transaction screens, seismic assessment
reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions and tenant estoppels and
any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Serviced Whole Loan that
are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Serviced Whole Loan
in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans or related Serviced Whole
Loan(s) and, to the extent that any original documents or copies, as applicable, of the following documents are not required to
be a part of a Mortgage File for any Mortgage Loan or Serviced Whole Loan, originals or copies of all documents, certificates
and opinions in the possession or under the control of the Mortgage Loan Seller that were delivered by or on behalf of the related
Mortgagors in connection with the origination of such Mortgage Loans (provided that the Mortgage Loan Seller shall not
be required to deliver any attorney-client privileged communication, draft documents or any documents or materials prepared by
it or its Affiliates for internal uses, including without limitation, credit committee briefs or memoranda and other internal
approval documents); and (iii) all unapplied reserve funds and Escrow Payments in the possession or under the control of
the Mortgage Loan Seller that relate to the Mortgage Loans (other than any Non-Serviced Whole Loans). In addition, not later than
the Closing Date, the Mortgage Loan Seller shall provide to the Master Servicer the initial data with respect to each Mortgage
Loan that is necessary for the preparation of the initial CREFC® Financial File and CREFC® Loan
Periodic Update File required to be delivered by the Master Servicer under the Pooling and Servicing Agreement.


 


(f)          Under
generally accepted accounting principles (“GAAP”) and for federal income tax purposes, the Mortgage Loan Seller
shall report its transfer of the Mortgage Loans to the Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser
in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, the Mortgage Loan
Seller shall cause all of its records to reflect such transfer as a sale (as opposed to a secured loan) and to reflect that the
Mortgage Loans are no longer property of the Mortgage Loan Seller. In no event shall the Mortgage Loan Seller take any action
that is inconsistent with the Trust’s ownership of each Mortgage Loan following the Closing Date.


 


(g)          The
Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling and
Servicing Agreement. The Mortgage Loan Seller shall, within 15 days of its discovery or receipt of notice of any error on
the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case may be,
an amended Mortgage Loan Schedule; provided that this sentence shall not be construed to relieve the Mortgage Loan Seller
of any liability for any related Breach.


 


Section
3.         Examination
of Mortgage Loan Files and Due Diligence Review. The Mortgage Loan Seller shall reasonably cooperate with any examination
of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by or on
behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any
partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to,
the Mortgage


 



    	-7-



    	 



    




 


Loans, shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach
of the Mortgage Loan Seller’s representations and warranties made pursuant to Section 4, except as expressly
set forth in Section 5.


 


Section
4.          Representations,
Warranties and Covenants of the Mortgage Loan Seller and the Purchaser. (a) The Mortgage Loan Seller hereby makes, as of the
Closing Date (and, in connection with any replacement of a Defective Mortgage Loan (as defined in Section 4(f) hereof)
with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a)
hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and
warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the Closing Date, to and for the benefit of the
Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2.


 


(b)          The
Mortgage Loan Seller hereby makes, as of the Closing Date (or as of such other date specifically provided in the particular representation
or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C,
subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible
Repurchase Party”.


 


(c)          The
Mortgage Loan Seller hereby represents and warrants, as of the Closing Date, to and for the benefit of the Purchaser only, that
the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or
an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection
with the sale to the Purchaser of the Mortgage Loans.


 


(d)          The
Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s
role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the
Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates,
the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan
Seller contained in the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation
AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation
AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125,
as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter
be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff
of the Commission, in each case as effective from time to time as of the compliance dates specified therein.


 


(e)          [With
respect to each Servicing Function Participant that services a Mortgage Loan as of the Closing Date, the Mortgage Loan Seller
(i) represents and warrants that it has caused each such Servicing Function Participant to be required to comply, as evidenced
by written documentation between each such Servicing Function Participant and the Mortgage Loan Seller, with all reporting requirements
set forth in Article XI of the Pooling and Servicing Agreement applicable to such Servicing Function Participant for the Mortgage
Loans, and (ii) covenants with the Purchaser that, for so long as the Trust is subject to the reporting


 



    	-8-



    	 



    




 


requirements of the
Exchange Act, it shall cause each Servicing Function Participant that services a Mortgage Loan as of the Closing Date to comply
with all reporting requirements set forth therein.][The Mortgage Loan Seller is not requiring the Master Servicer to retain any
Sub-Servicer for any of the Mortgage Loans in connection with the transactions contemplated by this Agreement.]


 


(f)           The
Responsible Repurchase Party hereby agrees that it shall be deemed to make to and for the benefit of the Purchaser, as of the
date of substitution, with respect to any replacement Mortgage Loan (a “Qualified Substitute Mortgage Loan”)
that is substituted for a Defective Mortgage Loan by the Responsible Repurchase Party pursuant to Section 5(a) of
this Agreement, each of the representations and warranties set forth in Exhibit C to this Agreement. For purposes
of the representations and warranties set forth in Exhibit C, representations and warranties made as of the Closing Date
or as of the Cut-off Date shall, in the case of a Qualified Substitute Mortgage Loan, be made as of the date of substitution.
From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, shall be deemed to constitute a “Mortgage
Loan” hereunder for all purposes. A “Defective Mortgage Loan” is any Mortgage Loan as to which there
is an unremedied Material Breach (as defined below) or Material Document Defect (as defined below).


 


(g)          Except
for the agreed-upon procedures report obtained from the accounting firm engaged to provide procedures involving a comparison of
information in loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the “Accountants’
Due Diligence Report”), the Mortgage Loan Seller has not obtained (and, through and including the Closing Date, will
not obtain without the consent of the Purchaser) any “third party due diligence report” (as defined in Rule 15Ga-2
under the Exchange Act) in connection with the transactions contemplated herein and in the Prospectus and Private Placement Memorandum
and, except for the accountants with respect to the Accountants’ Due Diligence Report, the Mortgage Loan Seller has not
employed (and, through and including the Closing Date, will not employ without the consent of the Purchaser) any third party to
engage in any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange
Act in connection with the transactions contemplated herein and in the Prospectus and Private Placement Memorandum. The Underwriters
and Initial Purchasers are third-party beneficiaries of the provisions set forth in this Section 4(g).


 


(h)          It
is understood and agreed that the representations and warranties set forth in or made pursuant to this Section 4 shall
survive delivery of the respective Mortgage Files to the Purchaser or its designee and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement or assignment.


 


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


 


(j)          Upon
written request of the Asset Representations Reviewer, the Mortgage Loan Seller shall provide to the Asset Representations Reviewer
(or the Special


 



    	-9-



    	 



    




 


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


 


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


 


(l)           [The
Mortgage Loan Seller shall timely deliver (or cause any Originator of the Mortgage Loans to timely deliver) to the Certificate
Administrator each Sponsor Credit Risk Retention Certification required to be delivered pursuant to Section 3.33 of the Pooling
and Servicing Agreement and, if the Mortgage Loan Seller or any Originator transfers its Required Sponsor Retention Amount or
Required Originator Retention Amount, as applicable, as contemplated therein, the Mortgage Loan Seller shall cause its transferee
or the transferee of such Originator to deliver any Credit Risk Retention Certification required pursuant to Section 3.33 of the
Pooling and Servicing Agreement.] [Applicable to offerings on or after December 24, 2016]


 


Section
5.          Notice
of Breach; Cure, Repurchase and Substitution. (a) The Responsible Repurchase Party shall, not later than 90 days from
discovery by the Responsible Repurchase Party, or the receipt by the Responsible Repurchase Party of notice, of any Material Breach
or Material Document Defect with respect to any Mortgage Loan (or, if (x) such Material Breach or Material Document Defect,
as the case may be, relates to whether such Mortgage Loan is, or as of the Closing Date (or, in the case of a Qualified Substitute
Mortgage Loan, as of the related date of substitution), was, a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
of the Code and (y) the Responsible Repurchase Party discovered or received prompt written notice of the relation specified
in clause (x), then (z) the Responsible Repurchase Party shall, within 90 days after discovery by
the Responsible Repurchase Party or any party to the Pooling and Servicing Agreement of such Material Breach or Material Document
Defect, as the case may be) (such 90-day period, in any case, the “Initial Resolution Period”), correct or
cure such Material Document Defect or Material Breach, as the case may be, in all material respects, or repurchase the affected
Mortgage Loan at the applicable Purchase Price; provided, however, that if the Responsible Repurchase Party certifies
to the Trustee in writing (i) that such Material Document Defect or Material Breach, as the case may be, does not relate
to whether the affected Mortgage Loan is or, as of the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan,
as of the related date of substitution), was, a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
of the Code, (ii) that such Material Document Defect or Material Breach, as the case may be, is capable of being cured but
not within the applicable Initial Resolution Period, (iii) that such Responsible Repurchase Party has commenced and is diligently
proceeding with the cure of such Material Document Defect or Material Breach, as the case may be, during the applicable Initial
Resolution Period, (iv) in the case of a Material Document Defect, (x) the related Mortgage Loan is not, at the end
of the Initial Resolution Period, then a Specially Serviced Mortgage Loan and a Servicing Transfer


 



    	-10-



    	 



    




 


Event has not occurred as a
result of a monetary default or as described in clause (v), (vi) or (vii) of the definition of “Servicing Transfer
Event” in the Pooling and Servicing Agreement and (y) the Material Document Defect was not identified in a certification
delivered to the Mortgage Loan Seller by the Custodian pursuant to Section 2.02 of the Pooling and Servicing Agreement not
less than 90 days prior to the delivery of the notice of such Material Document Defect, and (v) that such Responsible
Repurchase Party anticipates that such Material Document Defect or Material Breach, as the case may be, will be cured within an
additional 90-day period (such additional 90-day period, the “Resolution Extension Period”), then the Responsible
Repurchase Party shall have an additional period equal to the Resolution Extension Period to complete such correction or cure
(or, upon failure to complete such correction or cure, to repurchase the affected Mortgage Loan); and provided, further,
however, that, in lieu of repurchasing the affected Mortgage Loan as contemplated above (but, in any event, no later than
such repurchase would have to have been completed), the Responsible Repurchase Party shall be permitted, during the three-month
period commencing on the Startup Day for the REMIC that holds the affected Mortgage Loan (or during the two-year period commencing
on such Startup Day if the affected Mortgage Loan is a “defective obligation” within the meaning of Section 860G(a)(4)(B)(ii)
of the Code and Treasury Regulations Section 1.860G-2(f)), to replace the affected Mortgage Loan with one or more Qualified
Substitute Mortgage Loans and to pay a cash amount equal to the applicable Substitution Shortfall Amount. The parties hereto agree
that delivery by the Custodian of a certification or schedule of exceptions to the Mortgage Loan Seller pursuant to the Pooling
and Servicing Agreement shall not in and of itself constitute delivery of notice of any Material Document Defect or knowledge
of the Responsible Repurchase Party of any Material Document Defect. If any Mortgage Loan is to be repurchased or replaced as
contemplated by this subsection, the Purchaser or its designee shall be entitled to designate the account to which funds in the
amount of the applicable Purchase Price or Substitution Shortfall Amount (as the case may be) are to be wired. Any such repurchase
or replacement of a Mortgage Loan shall be on a whole loan, servicing released basis. Notwithstanding this subsection, the absence
from the Mortgage File, (i) on the Closing Date of the Mortgage Note (or a lost note affidavit and indemnity with a copy
of the Mortgage Note) and (ii) by the first anniversary of the Closing Date (except in the case of a Non-Serviced Whole Loan)
of originals or copies of any other documents or instruments described in clauses (ii), (iii), (viii), (x), (xii) and (xv)
of the definition of “Mortgage File” (each a “Specially Designated Mortgage Loan Document”) (without
the presence of any factor that reasonably mitigates any such absence or non-conformity or irregularity) shall be conclusively
presumed to be a Material Document Defect and shall obligate the Responsible Repurchase Party to cure such Material Document Defect,
or, failing that, replace or repurchase the related Mortgage Loan or REO Mortgage Loan, all in accordance with the procedures
set forth herein.


 


A
“Material Breach” shall be any breach that materially and adversely affects the value of such Mortgage Loan
or the interests of the Certificateholders in the affected Mortgage Loan. A “Material Document Defect” shall
be any defect that materially and adversely affects the value of such Mortgage Loan or the interests of the Certificateholders,
or any of them, in the affected Mortgage Loan, including, but not limited to, a material and adverse effect on any of the distributions
distributable with respect to any of the Certificates or on the value of those Certificates. Notwithstanding the foregoing, the
absence of a Specially Designated Mortgage Loan Document following the date and under the circumstances specified with respect
to such Specially Designated Mortgage Loan Document in the first sentence of Section 2.03(c) of the


 



    	-11-



    	 



    




 


Pooling and Servicing Agreement,
which absence results from the failure of the related Mortgage Loan Seller to deliver such Specially Designated Mortgage Loan
Document in accordance with the terms of the related Mortgage Loan Purchase Agreement, shall also constitute a Material Document
Defect.


 


Notwithstanding
the foregoing provisions of this Section 5(a), in lieu of the Mortgage Loan Seller performing its obligations with
respect to any Material Breach or Material Document Defect provided in such foregoing provisions, to the extent that the Mortgage
Loan Seller and the Purchaser (or, following the assignment of the Mortgage Loans to the Trust, the Mortgage Loan Seller and the
Special Servicer on behalf of the Trust, and with the consent of the Directing Certificateholder to the extent neither a Control
Termination Event nor a Consultation Termination Event has occurred and is then continuing) are able to agree upon a cash payment
payable by the Mortgage Loan Seller to the Purchaser that would be deemed sufficient to compensate the Purchaser for a Material
Breach or Material Document Defect (a “Loss of Value Payment”), the Mortgage Loan Seller may elect, in its
sole discretion, to pay such Loss of Value Payment to the Purchaser (or its assignee); provided that a Material Document
Defect or a Material Breach as a result of a Mortgage Loan not constituting a “qualified mortgage”, within the meaning
of Section 860G(a)(3) of the Code, may not be cured by a Loss of Value Payment. Upon its making such payment, the Mortgage
Loan Seller shall be deemed to have cured such Material Breach or Material Document Defect in all respects. Provided such payment
is made, this paragraph describes the sole remedy available to the Purchaser and its assignees regarding any such Material Breach
or Material Document Defect, and the Mortgage Loan Seller shall not be obligated to repurchase or replace the affected Mortgage
Loan or otherwise cure such Material Breach or Material Document Defect.


 


The
Mortgage Loan Seller agrees that, with respect to any Non-Serviced Whole Loan, any “Document Defect” (or analogous
term) under the related Non-Trust Pooling and Servicing Agreement shall constitute a Material Document Defect under this Agreement;
provided, however, that the foregoing shall not apply to any Defect related solely to the promissory note for any
related Non-Serviced Companion Loan.


 


The
remedies provided for in this subsection with respect to any Material Document Defect or Material Breach with respect to any Mortgage
Loan shall apply to the related REO Property.


 


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


 



    	-12-



    	 



    




 


(A)        the
Responsible Repurchase Party (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the Special
Servicer an Opinion of Counsel to the effect that such Responsible Repurchase Party’s repurchase of only those Mortgage
Loans as to which a Material Breach or Material Document Defect, as the case may be, has actually occurred without regard to the
provisions of this paragraph (the “Affected Loan(s)”) and the operation of the remaining provisions of
this Section 5(a) will not result in an Adverse REMIC Event or any impairment of the status of the Grantor Trust as
a “grantor trust” under subpart E, part I of subchapter J of the Code or the imposition of a tax
upon the Grantor Trust Pool or any of its assets or transactions (any such impairment an “Adverse Grantor Trust Event”)
under the Pooling and Servicing Agreement; and


 


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


 


(i)          the
debt service coverage ratio for all such Other Crossed Loans (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the least of (A) 0.10x below the debt service coverage ratio for
the Crossed Mortgage Loan Group (including the Affected Loan(s)) set forth in Annex A-1 to the Prospectus, (B) the debt service
coverage ratio for the Crossed Mortgage Loan Group (including the Affected Loan(s)) for the four preceding calendar quarters preceding
the repurchase or replacement and (C) 1.25x;


 


(ii)          the
loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the
loan-to-value ratio, expressed as a percentage (taken to one decimal place), for the Crossed Mortgage Loan Group (including the
Affected Loan(s)) set forth in Annex A-1 to the Prospectus plus 10%, (B) the loan-to-value ratio, expressed as a percentage
(taken to one decimal place) for the Crossed Mortgage Loan Group (including the Affected Loan(s)) at the time of repurchase or
replacement and (C) 75%; and


 


(iii)          the
exercise of remedies against the Primary Collateral of any such Mortgage Loan in the Crossed Mortgage Loan Group shall not impair
the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Crossed Mortgage Loan Group.


 


The
determination of the Master Servicer or the Special Servicer, as applicable, as to whether the conditions set forth above have
been satisfied shall be conclusive and binding in the absence of manifest error. The Master Servicer or the Special Servicer,
as applicable, will be entitled to cause to be delivered, or direct the Responsible Repurchase Party to (in which case the Responsible
Repurchase Party shall) cause to be delivered, to the Master Servicer or the Special Servicer, as applicable, an Appraisal of
any or all of the related Mortgaged Properties for


 



    	-13-



    	 



    




 


purposes
of determining whether the condition set forth in clause (ii) above has been satisfied, in each case at the
expense of the Responsible Repurchase Party if the scope and cost of the Appraisal is approved by the Responsible Repurchase
Party and the Directing Certificateholder (such approval not to be unreasonably withheld in each case).


 


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


 


All
costs and expenses incurred by the Trustee and the Master Servicer or the Special Servicer, as applicable, with respect to any
Crossed Mortgage Loan Group pursuant to the second preceding paragraph and the second and third sentences of the preceding paragraph
shall be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced.


 


(b)          Whenever
one or more Qualified Substitute Mortgage Loans are substituted for a Defective Mortgage Loan by the Responsible Repurchase Party
as contemplated by this Section 5, upon direction by the Master Servicer or the Special Servicer, as applicable, the
Responsible Repurchase Party shall deliver to the Custodian the related Mortgage File and a certification to the effect that such
Qualified Substitute Mortgage Loan satisfies or such Qualified Substitute Mortgage Loans satisfy, as the case may be, all of the
requirements of the definition of “Qualified Substitute Mortgage Loan” in the Pooling and Servicing Agreement. No
mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 5 if the Mortgage Loan
to be replaced was itself a Qualified Substitute Mortgage Loan, in which case, absent a cure of the relevant Material Breach or
Material Document Defect, the affected Mortgage Loan will be required to be repurchased as contemplated hereby. Monthly Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related date of substitution, and Monthly Payments
due with respect to each corresponding Deleted Mortgage Loan (if any) after its respective Cut-off Date and on or prior to the
related date of substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each


 



    	-14-



    	 



    




 


Qualified Substitute
Mortgage Loan (if any) on or prior to the related date of substitution, and Monthly Payments due with respect to each corresponding
Defective Mortgage Loan that is purchased or repurchased, as the case may be, or replaced with one or more Qualified Substitute
Mortgage Loans (a “Deleted Mortgage Loan”) (if any) after the related date of substitution, shall not be part
of the Trust Fund and are to be remitted by the Master Servicer to the Responsible Repurchase Party promptly following receipt.


 


If
any Mortgage Loan is to be repurchased or replaced as contemplated by this Section 5, upon direction by the Master
Servicer or the Special Servicer, as applicable, the Mortgage Loan Seller shall amend the Mortgage Loan Schedule to reflect the
removal of any Deleted Mortgage Loan and, if applicable, the substitution of the related Qualified Substitute Mortgage Loan(s)
and deliver or cause the delivery of such amended Mortgage Loan Schedule to the parties to the Pooling and Servicing Agreement.
Upon any substitution of one or more Qualified Substitute Mortgage Loans for a Deleted Mortgage Loan, such Qualified Substitute
Mortgage Loan(s) shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


(c)          The
Responsible Repurchase Party shall be entitled, and the Purchaser shall cause the Pooling and Servicing Agreement to entitle the
Responsible Repurchase Party, upon the date when the full amount of the Purchase Price or Substitution Shortfall Amount (as the
case may be) for any Mortgage Loan repurchased or replaced as contemplated by this Section 5 has been deposited in
the account designated therefor by the Trustee as the assignee of the Purchaser (or the Master Servicer on behalf of the Trustee)
and, if applicable, receipt by the Trustee as the assignee of the Purchaser (or the Custodian) of the Mortgage File for each Qualified
Substitute Mortgage Loan (if any) to be substituted for a Deleted Mortgage Loan, together with any certifications and/or opinions
required pursuant to this Section 5 to be delivered by the Responsible Repurchase Party, to (i) a release of
the Mortgage File and any other items required to be delivered by the Mortgage Loan Seller under Sections 2.01(b) and (c) of the
Pooling and Servicing Agreement for the Deleted Mortgage Loan to the Responsible Repurchase Party or its designee, (ii) the
execution and delivery of such instruments of release, transfer and/or assignment, in each case without recourse, as shall be
prepared by the Responsible Repurchase Party and are reasonably necessary to vest in the Responsible Repurchase Party or its designee
the ownership of such Deleted Mortgage Loan, and (iii) the execution and delivery of notice to the affected Mortgagor of
the retransfer of such Deleted Mortgage Loan. In connection with any such repurchase or substitution by the Responsible Repurchase
Party, the Purchaser shall also cause the Pooling and Servicing Agreement to require each of the Master Servicer and the Special
Servicer to deliver to the Responsible Repurchase Party or its designee, and the Responsible Repurchase Party or its designee
shall be entitled to delivery from the Master Servicer and the Special Servicer of, any portion of the related Servicing File,
together with any Escrow Payments, reserve funds and any other items required to be delivered by the Mortgage Loan Seller under
Sections 2.01(b) and (c) of the Pooling and Servicing Agreement, held by or on behalf of the Master Servicer or the Special Servicer,
as the case may be, with respect to the Deleted Mortgage Loan, in each case at the expense of the Responsible Repurchase Party.


 


(d)          It
is understood and agreed that, subject to the next paragraph, the obligations of the Responsible Repurchase Party set forth in
this Section 5 to cure a Material


 



    	-15-



    	 



    




 


Breach
or a Material Document Defect, or to repurchase or replace or make a Loss of Value Payment or other required payment in
respect of the related Defective Mortgage Loan(s), as the case may be, constitute the sole remedies available to the
Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders with respect to a Defect or Breach in
respect of any Mortgage Loan; provided that this limitation shall not in any way limit the Purchaser’s rights or
remedies upon breach of any representation or warranty or covenant by the Mortgage Loan Seller set forth in this Agreement
(other than those set forth in Exhibit C).


 


Notwithstanding
the foregoing, to the extent (but only to the extent) that (A) the Mortgage Loan Seller specifically represents in the representations
and warranties set forth in Exhibit C attached hereto that the Mortgagor under a Mortgage Loan is required to pay,
or that the lender is entitled to charge the Mortgagor for, a cost or expense associated with the subject matter of such a representation
and warranty set forth in Exhibit C, (B) such representation and warranty is untrue with respect to such cost or expense,
(C) such cost or expense is actually incurred or borne by the Trustee, the Master Servicer or the Special Servicer (or another
Person acting on behalf of the Trustee as the holder of such Mortgage Loan), (D) the Trustee, the Master Servicer or the
Special Servicer (or another Person acting on behalf of the Trustee as the holder of such Mortgage Loan) exercises efforts consistent
with the Servicing Standard and the related Mortgage Loan documents to collect such cost or expense from the Mortgagor and (E) the
Mortgagor does not pay such cost or expense at or before the conclusion of the efforts described in the preceding clause (D),
then the Responsible Repurchase Party hereby covenants and agrees (it being the intention of the parties that all, and not less
than all, of the conditions described in the preceding clauses (A), (B), (C), (D) and (E) shall
be precedent to such covenant and agreement) to (i) pay such cost or expense within 90 days following a direction by the
Trustee, the Master Servicer or the Special Servicer to do so and (ii) the amount of any fees and reimbursable expenses of the
Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. Also notwithstanding the foregoing, the
remedy described in the immediately preceding sentence shall constitute the sole remedy available to the Trustee and any other
affected Person with respect to any breach of any representation described in clause (A) of the immediately preceding
sentence, the Responsible Repurchase Party shall not otherwise have any obligation to cure such a breach and the Responsible Repurchase
Party shall not have any obligation to repurchase or replace the affected Mortgage Loan.


 


(e)          The
Mortgage Loan Seller acknowledges and agrees that the Purchaser shall have no liability to the Mortgage Loan Seller or otherwise
for any failure of the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement to perform its obligations provided
for thereunder.


 


(f)           The
Mortgage Loan Seller will provide the Responsible Repurchase Party copies of any Rule 15Ga-1 Notice delivered to the Mortgage
Loan Seller pursuant to the Pooling and Servicing Agreement. The Mortgage Loan Seller (to the extent it receives any request or
demand, whether oral or written, that a Mortgage Loan be repurchased or replaced, whether arising from a Material Breach or Material
Document Defect or other breach of a representation or warranty, such recipient a “Seller Request Recipient”
and such request or demand, a “Repurchase Request”) agrees to provide to the Purchaser: (i) written notice
of any Repurchase Request, which notice will specify if such Repurchase Request is a Rule 15Ga-1 Notice; (ii) written
notice of (A) the existence of any dispute regarding such Repurchase Request,


 



    	-16-



    	 



    




 


whether written or oral, between such Seller
Request Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Resolution
Period, or, if applicable, any Resolution Extension Period, (C) the withdrawal of such Repurchase Request by the Person making
such Repurchase Request, (D) the rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase
or replacement of any Mortgage Loan pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing
Agreement; and (iii) upon reasonable request of the Purchaser, such other information in the Seller Request Recipient’s
possession as would be necessary to permit the Purchaser to comply with its obligations under Rule 15Ga-1 under the Exchange
Act to disclose fulfilled and unfulfilled repurchase or replacement requests or demands of any Person relating to any Mortgage
Loan or to comply with any other obligations applicable to it under law or regulation.


 


Each
notice required to be delivered pursuant to this Section 5(f) may be delivered by electronic means. Each notice required
to be delivered pursuant to clauses (i) and (ii) of the immediately preceding paragraph shall be given not
later than the tenth (10th) business day after the event giving rise to the requirement for such notice and any
information requested pursuant to clause (iii) of the immediately preceding paragraph shall be provided as promptly
as practicable after such request is made. Each notice required to be delivered pursuant to clause (i) of the immediately
preceding paragraph shall identify (a) the date on which such Repurchase Request was made, (b) the Mortgage Loan with
respect to which such Repurchase Request was made, (c) the identity of the Person making such request, and (d) the basis,
if any, asserted for such request by such Person. Each notice required to be delivered pursuant to clause (ii) of
the immediately preceding paragraph shall identify (a) the date of such withdrawal, rejection, repurchase or replacement,
or the date of the commencement of such dispute, as applicable, (b) if pertaining to a dispute, the nature of such dispute,
(c) if pertaining to the expiration of an Initial Resolution Period or a Resolution Extension Period, the expiration date
of such Initial Resolution Period or, if applicable, a Resolution Extension Period, (d) if pertaining to a withdrawal, the
basis for such withdrawal given to the Seller Request Recipient or an indication that no basis was given by the Person withdrawing
such Repurchase Request, (e) if pertaining to a rejection by the Seller Request Recipient, the basis for the Seller Request
Recipient’s rejection and (f) if pertaining to a repurchase or replacement, the date of such repurchase or replacement.


 


(g)          Each
of the Mortgage Loan Seller and the Purchaser acknowledge and agree that (i) a Repurchase Request Recipient under the Pooling
and Servicing Agreement will not, in connection with providing the Mortgage Loan Seller or the Purchaser with any Rule 15Ga-1
Notice under the Pooling and Servicing Agreement, be required to deliver any attorney-client privileged communication or any information
protected by the attorney work product doctrine, (ii) any Rule 15Ga-1 Notice delivered to Mortgage Loan Seller or the
Purchaser under the Pooling and Servicing Agreement is provided only to assist the Mortgage Loan Seller, the Purchaser and any
of their respective Affiliates in complying with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and/or any other
law or regulation, (iii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information
provided to the Mortgage Loan Seller or the Purchaser pursuant to Section 2.02(g) of the Pooling and Servicing Agreement
by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase
Request Recipient may have with respect to this Agreement or the Pooling and Servicing Agreement and (iv) receipt of a Rule 15Ga-1
Notice or delivery of any notice required to be delivered pursuant to Section 5(f)


 



    	-17-



    	 



    




 



shall not in and of itself constitute delivery, or receipt, of notice of any Material Document Defect or Material Breach
or knowledge on the part of the Mortgage Loan Seller or Responsible Repurchase Party of any Material Document Defect or Material
Breach or admission by the Mortgage Loan Seller or Responsible Repurchase Party of the existence of any Material Document Defect
or Material Breach.


 


(h)          The
Mortgage Loan Seller shall provide to the Purchaser relevant portions of any Form ABS-15G that the Mortgage Loan Seller is required
to file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any
Mortgage Loan) on or before the date that is five (5) business days prior to the date such Form ABS-15G is required to be
filed with the Commission. Promptly upon request, the Depositor shall provide or cause to be provided to the Mortgage Loan Seller
such information regarding the principal balance of any Mortgage Loan as is necessary in order for the Mortgage Loan Seller to
prepare any such Form ABS-15G.


 


(i)          The
Purchaser shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Purchaser is required to
file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any Mortgage
Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) business days prior to
the date such Form ABS-15G is required to be filed with the Commission. The Trust’s CIK# is [_____].


 


Section
6.          Closing.
The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel
to the Purchaser at [TIME], New York City time, on the Closing Date.


 


The
Closing shall be subject to each of the following conditions:


 


(i)          All
of the representations and warranties of the Mortgage Loan Seller made pursuant to Section 4 of this Agreement shall
be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated
by any such representation or warranty);


 


(ii)         All
documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as
are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as
such Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third
party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;


 


(iii)        The
Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets
required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement;


 


(iv)        The
result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed
by or on behalf


 



    	-18-



    	 



    




 


of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable
determination;


 


(v)         All
other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied
with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and
perform all duties and obligations required to be complied with or performed by it after the Closing Date;


 


(vi)        The
Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;


 


(vii)       The
Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of
this Agreement;


 


(viii)      Neither
the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;


 


(ix)         The
Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement;
and


 


(x)         [The
Mortgage Loan Seller shall have executed and delivered the Credit Risk Retention Compliance Agreement.][Applicable to offerings
on or after December 24, 2016]


 


Each
of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a
manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.


 


Section
7.          Closing
Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are
agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the
“Interested Parties”), and upon which the Interested Parties may rely:


 


(i)          This
Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;


 


(ii)         Each
of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;


 


(iii)        An
Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant
secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested
Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller
authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification
Agreement, and (B) the organizational documents of the Mortgage Loan Seller;


 



    	-19-



    	 



    




 


(iv)        A
certificate of good standing with respect to the Mortgage Loan Seller issued by the [JURISDICTION] not earlier than 15 days
prior to the Closing Date, and upon which the Interested Parties may rely;


 


(v)         A
certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer
of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested
Parties may rely;


 


(vi)        A
written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested
Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement
and the Indemnification Agreement;


 


(vii)       A
written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties
and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller;


 


(viii)      A
letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser (only with respect
to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Prospectus) and the Initial
Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage
Loans set forth in agreed upon sections of the Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as
the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing
has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions
of the Preliminary Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates
were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material
fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller
or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which
they were made, not misleading;


 


(ix)        A
letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters
(only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating
to the information regarding the Mortgage Loans set forth in agreed upon sections of the Prospectus and the Private Placement
Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing
has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions
of the Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains,
with respect to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any
untrue statement of a material fact or omits to state a material fact necessary in order to make the statements


 



    	-20-



    	 



    



 


therein
relating to the Mortgage Loan Seller or the Mortgage Loans, in the light of the circumstances under which they were made, not
misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related
borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable
requirements of Regulation AB;


 


(x)     Copies
of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions
contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage
Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied
by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it
were addressed to them as of date thereof;


 


(xi)     One
or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the
Underwriters and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private
Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and
addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in
effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the
Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of
certain mortgage loan-related documents to the information set forth in the Master Tape (as defined in the Indemnification
Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Preliminary
Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement
Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary
Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum,
respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private
Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the
results of such calculations;


 


(xii)     If
any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement
Act of 1984, as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators
as set forth in Section 3(a)(41) of the Exchange Act; and


 


(xiii)    Such
further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.


 


Section
8.          Additional
Reporting Under Regulation AB. With respect to any period during which the Trust is subject to the reporting requirements
of the Exchange Act, the Mortgage Loan Seller shall provide to the Purchaser and the Certificate Administrator any information
that constitutes “Additional Form 10-D Information” or “Additional Form 10-K


 






    	-21-



    	 



    

 


Information” but
only if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller
to the Depositor, if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB
and such information is required to be reported with respect to such originator) is the applicable “Party Responsible”
(solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning
of Regulation AB, of any Mortgage Loans) under the terms of Exhibit BB or Exhibit CC to the Pooling and Servicing Agreement (it
being acknowledged that the Mortgage Loan Seller (solely as in its capacity as a sponsor or originator (or as successor in interest
to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) does not constitute the “Party
Responsible” for any “Form 8-K Information” set forth on Exhibit DD of the Pooling and Servicing Agreement).
In each case, such delivery shall be made in a form readily convertible to an EDGAR compatible form, or in such other form as
otherwise agreed by the Purchaser, the Certificate Administrator and the Mortgage Loan Seller. In each case, such delivery shall
be made not later than 5 calendar days after the related Distribution Date (in the case of any such “Additional Form 10-D
Information”), and no later than [DATE] of each year subsequent to the fiscal year that the Trust is subject to
the Exchange Act reporting requirements (in the case of any such “Additional Form 10-K Information”).
In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be reported on Form 10-D
or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Commission thereunder.


 


Section
9.          Costs.
Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan
Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Principal Balance of all the Mortgage Loans (the
“Cut-off Date Pool Balance”)) 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
set-up 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 Mortgage Loan Seller with respect
to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary
Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural
and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures 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 this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the
Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any
other marketing materials or 


 



    	-22-



    	 



    

 


structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters
and the Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating
the Certificates or hired and requested to rate the Certificates; (x) all registration fees incurred by the Purchaser in
connection with the filing of its Registration Statement allocable to the issuance of the Registered Certificates; and (xi) the
reasonable fees and expenses of special counsel to the Purchaser.


 


Section
10.       Notices. All
demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered
to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed
by similar mailed writing, if to the Purchaser, addressed to the Purchaser at [NOTICE ADDRESSES], or such other address as may
be designated by the Purchaser to the Mortgage Loan Seller in writing, or, if to the Mortgage Loan Seller, addressed to the Mortgage
Loan Seller at [NOTICE ADDRESSES], or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in
writing.


 


Section
11.       Miscellaneous.
Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated except by a writing signed
by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination is sought
to be enforced. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to
be an original and all of which shall together constitute but 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. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns, and no other person will have any right or obligation hereunder.
The Mortgage Loan Seller shall be an express third party beneficiary to the Pooling and Servicing Agreement to the extent set
forth therein.


 


Section
12.      Representations, Warranties
and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, incorporated
herein by reference or contained in the certificates of officers of the Mortgage Loan Seller delivered pursuant hereto, shall
remain operative and in full force and effect and shall survive delivery of the Mortgage Loans by the Mortgage Loan Seller to
the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect
of any Mortgage Loan.


 


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


 



    	-23-



    	 



    

 


waive any provision of law which prohibits or renders void or unenforceable any provision
hereof.


 


Section
14.       Governing Law; Consent
to Jurisdiction; Waiver of Trial by Jury. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED
TO OR IN CONNECTION WITH THE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS
AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH
OF THE PURCHASER AND THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND
FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT TO SUCH COURTS, THE
DEFENSE OF AN INCONVENIENT FORUM; (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) WAIVES
TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.


 


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


 


Section
16.       Successors and Assigns.
The rights and obligations of the Mortgage Loan Seller under this Agreement shall not be assigned by the Mortgage Loan Seller
without the prior written consent of the Purchaser, except that any person into which the Mortgage Loan Seller may be merged or
consolidated, or any person resulting from any merger, conversion or consolidation to which the Mortgage Loan Seller is a party,
or any person succeeding to all or substantially all of the business of the Mortgage Loan Seller, shall be the successor to the
Mortgage Loan Seller hereunder. In connection with its transfer of the Mortgage Loans to the Trust as contemplated by the recitals
hereto, the Purchaser is expressly authorized to assign its rights under this Agreement, in whole or in part, to the Trustee for
the benefit of the registered holders and beneficial owners of the Certificates. To the extent of any such assignment, the Trustee,
for the benefit of the registered holders and beneficial owners of the Certificates, shall be the Purchaser hereunder. Subject
to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller and the
Purchaser, and their respective successors and permitted assigns.


 






    	-24-



    	 



    

 


Section
17.       Information.
The Mortgage Loan Seller shall provide the Purchaser with such information about itself, the Mortgage Loans and the underwriting
and servicing procedures applicable to the Mortgage Loans as is (i) required under the provisions of Regulation AB, (ii) required
by a Rating Agency or a governmental agency or body or (iii) reasonably requested by the Purchaser for use in a private disclosure
document.


 


Section
18.       Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters addressed herein,
and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters; provided,
however, that in no event shall this provision be construed to limit the effect of the Indemnification Agreement or the
memorandum of understanding dated [DATE] between the Mortgage Loan Seller, the Purchaser and certain other parties or any separate
acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.


 


[SIGNATURE
PAGE FOLLOWS]


 






    	-25-



    	 



    

 


IN
WITNESS WHEREOF, the Mortgage Loan Seller and the Purchaser have caused this Agreement to be duly executed by their respective
officers as of the day and year first above written.


 


	 	 [SELLER]
	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:
	 	 	 
	 	 [WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC.]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 



    	 



    

 


EXHIBIT
A


 


SCHEDULE
OF MORTGAGE LOANS





 



    	Exh. A-1



    	 



    




 


EXHIBIT
B-1


 


REPRESENTATIONS
AND WARRANTIES WITH RESPECT TO THE MORTGAGE LOAN SELLER


 


The
Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date:


 


(a)            The
Mortgage Loan Seller is a [TYPE OF ORGANIZATION] duly organized, validly existing and in good standing under the laws of the [JURISDICTION].


 


(b)           The
Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate
the Mortgage Loan Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of
time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument
to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Mortgage
Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under
this Agreement.


 


(c)            The
Mortgage Loan Seller has the full power and authority to consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.


 


(d)           This
Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal
and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms
hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium,
liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy
considerations.


 


(e)           The
Mortgage Loan Seller is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement
will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of
any federal, state or local governmental or regulatory authority, which violation, in the Mortgage Loan Seller’s good faith
and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations
under this Agreement.


 


(f)            No
consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation
by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations
or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan Documents and assignments
thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date.


 






    	Exh. B-1-1



    	 



    

 


(g)           No
litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s
knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit
the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under
this Agreement.


 


(h)           The
transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect
in any applicable jurisdiction.


 


(i)            The
Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present
or future creditors.


 


(j)            The
Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the
Mortgage Loans to the Purchaser, as contemplated herein.


 


(k)           After
giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s
assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s
debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage
Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business.


 


(l)            The
Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay
such debts and obligations as they mature.


 


(m)           No
proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated.


 


(n)           The
principal place of business and chief executive office of the Mortgage Loan Seller is located in the [LOCATION].


 


(o)           The
consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration
and reasonably equivalent value for such Mortgage Loans.


 



    	Exh. B-1-2



    	 



    




 


EXHIBIT
B-2


 


REPRESENTATIONS
AND WARRANTIES WITH RESPECT TO THE PURCHASER


 


The
Purchaser hereby represents and warrants that, as of the Closing Date:


 


(a)          The
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the [State of North Carolina].


 


(b)          The
Purchaser’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Purchaser’s
organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which
it is bound, which default or breach, in the good faith and reasonable judgment of the Purchaser, is likely to affect materially
and adversely the ability of the Purchaser to perform its obligations under this Agreement.


 


(c)          This
Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal
and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other 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.


 


(d)          No
litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Purchaser’s knowledge,
threatened against the Purchaser that, if determined adversely to the Purchaser, would prohibit the Purchaser from entering into
this Agreement or that, in the Purchaser’s good faith and reasonable judgment, is likely to materially and adversely affect
the ability of the Purchaser to perform its obligations under this Agreement.


 


(e)          The
Purchaser has the full power and authority to consummate all transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement.


 


(f)          The
Purchaser is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will
not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any
federal, state or local governmental or regulatory authority, which violation, in the Purchaser’s good faith and reasonable
judgment, is likely to affect materially and adversely the ability of the Purchaser to perform its obligations under this Agreement.


 


(g)          The
Purchaser (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and
conclusions of the Accountants’ Due Diligence Report and meeting the requirements of that Form 15G, Rule 15Ga-2, any other
rules and regulations of the Commission and the Exchange Act; (B) provided a 


 



    	Exh. B-2-1



    	 



    

 


copy of the final draft of each such Form 15G to
the [Wells Fargo Securities][Underwriters and Initial Purchasers] at least [__] business days before the first sale in the offering
contemplated by the Prospectus and Private Placement Memorandum; and (C) furnished each such Form 15G to the Commission on EDGAR
at least five (5) business days before the first sale in the offering contemplated by the Prospectus and Private Placement Memorandum
as required by Rule 15Ga-2.


 



    	Exh. B-2-2



    	 



    

 


EXHIBIT
C


 


MORTGAGE
LOAN REPRESENTATIONS AND WARRANTIES


 






    	Exh. C-1



    	 



    

 


Exhibit
C-32-1


 


List
of Mortgage Loans with Current Mezzanine Debt


 






    	Exh. C-32-1-1



    	 



    

 


Exhibit
C-32-2


 


List
of Mortgage Loans with Permitted Mezzanine Debt


 






    	Exh. C-32-2-1



    	 



    

 





Exhibit
C-32-3


 


List
of Cross-Collateralized and Cross-Defaulted Mortgage Loans


 






    	Exh. C-32-3-1



    	 



    

 





Exhibit
C-43-1


 


List
of Mortgage Loans with Environmental Insurance


 






    	Exh. C-43-1



    	 



    

 


SCHEDULE
C


 


EXCEPTIONS
TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 


The
exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty
set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms
used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if
not defined therein, in this Agreement.


 








	Representation

Number on 
 Exhibit C	 	Mortgage Loan 
 Name and 
 Number as 
 Identified on 
 Exhibit A	 	Description
of Exception







 






    	Sch. C-1



    	 



    




 


EXHIBIT
D-1


 


FORM
OF CERTIFICATE OF THE SECRETARY OR

AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER


 


[SELLER]


 


ASSISTANT
SECRETARY’S CERTIFICATE


 


I,
[_____], an Assistant Secretary of [SELLER], a [TYPE OF ORGANIZATION] (the “Mortgage Loan Seller”), HEREBY
CERTIFY that:


 


1.            Attached
hereto as Exhibit A is a true and complete copy of the [Articles of Association] of the Mortgage Loan Seller, which
are in full force and effect on the date hereof.


 


2.            Attached
hereto as Exhibit B is a true and correct copy of the [By-laws] of the Mortgage Loan Seller, which are in full force
and effect on the date hereof.


 


3.            Attached
hereto as Exhibit C is a true and complete copy of resolutions relating to loan sales and securitizations duly adopted
by the Board of Directors of the Mortgage Loan Seller as of [DATE]. Such resolutions have not been modified, amended, rescinded
or revoked and remain in full force and effect on the date hereof.


 


4.            [OFFICER]
who, as an officer or representative of the Mortgage Loan Seller, signed (i) the Mortgage Loan Purchase Agreement dated as
of [DATE] between the Mortgage Loan Seller, as seller, and [Wells Fargo Commercial Mortgage Securities, Inc.], as purchaser (the
“Purchaser”) and (ii) the Indemnification Agreement dated as of [DATE], between the Mortgage Loan Seller, the
Purchaser, [Wells Fargo Securities, LLC (“Wells Fargo Securities”)], [UNDERWRITER] and [UNDERWRITER], (iii)
an Underwriting Agreement dated as of [DATE], between the Mortgage Loan Seller, the Purchaser, [Wells Fargo Securities, LLC (“Wells
Fargo Securities”)], [UNDERWRITER] and [UNDERWRITER], and (iv) a Certificate Purchase Agreement dated as of [DATE],
between the Mortgage Loan Seller, the Purchaser, [Wells Fargo Securities, LLC (“Wells Fargo Securities”)],
[UNDERWRITER] and [UNDERWRITER], and any other document delivered in connection with the transactions contemplated thereby was
at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer
or representative and the signatures of such persons appearing on such documents are their genuine signatures.


 


5.            As
of the date of such signing and delivery of such documents, [OFFICER] was a duly appointed, qualified and acting officer of the
Mortgage Loan Seller, his correct title appears beside his name, and on said date he was duly authorized to act on behalf of the
Mortgage Loan Seller as set forth in Exhibit C.


 


	Name	Title
	 	 


 






    	Exh. D-1-1



    	 



    

 


 IN
WITNESS WHEREOF, I have signed this Certificate as of [DATE].


 













	 	 
	 	 Name:
	 	 Title:




 






    	Exh. D-1-2



    	 



    

 





EXHIBIT
D-2


 


FORM
OF CERTIFICATE OF THE MORTGAGE LOAN SELLER



CERTIFICATE OF MORTGAGE LOAN SELLER


 


In
connection with the execution and delivery by [SELLER] of the various transactions contemplated by, that certain Mortgage Loan
Purchase Agreement dated as of [DATE] (the “Mortgage Loan Purchase Agreement”) between [SELLER], as seller,
and [Wells Fargo Commercial Mortgage Securities, Inc.], as purchaser (the “Purchaser”), the undersigned hereby
certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of [SELLER]
in or made pursuant to Section 4(a) of the Mortgage Loan Purchase Agreement are true and correct in all material respects
at and as of the date hereof with the same effect as if made on the date hereof, (ii) [SELLER] has, in all material respects,
complied with all the agreements and satisfied all the conditions on its part required under the Mortgage Loan Purchase Agreement
to be performed or satisfied at or prior to the date hereof, and (iii) since the date of the Mortgage Loan Purchase Agreement,
there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement,
any material adverse change in the financial condition of [SELLER]. Capitalized terms used but not defined herein shall have the
respective meanings assigned to them in the Mortgage Loan Purchase Agreement.


 


Certified
this [DATE].


 





	 	 [SELLER]
	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:










 






    	Exh. D-2-1