Exhibit 10.3


 


 


 


	 






GS MORTGAGE SECURITIES CORPORATION II,



PURCHASER


 


and


 


STARWOOD MORTGAGE FUNDING I LLC,



SELLER


 


MORTGAGE LOAN PURCHASE AGREEMENT



Dated as of October 1, 2015


 


Series 2015-GC34


 


	 





 



    	 



    	 



    






 


This
Mortgage Loan Purchase Agreement (“Agreement”), dated as of October 1, 2015, is between GS Mortgage Securities
Corporation II, a Delaware corporation, as purchaser (in such capacity, the “Purchaser”), and Starwood Mortgage
Funding I LLC, a Delaware limited liability company, as seller (the “Seller”).


 


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


 


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


 


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


 






    	 



    	 



    

 


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


 


The
sale and conveyance of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As
consideration for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller
or at the Seller’s direction $106,897,550.75, plus accrued interest on the Mortgage Loans from and including October 1,
2015 to but excluding the Closing Date (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters
and the Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible).


 


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


 


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


 


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


 


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


 






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the
transfer of ownership of each Mortgage Loan by the Seller to the Purchaser pursuant to this Agreement.


 


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


 


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


 






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Notwithstanding
any contrary provision set forth herein, in connection with the Hyatt Place Texas Portfolio Whole Loan (1) instruments of assignment
may be in blank and need not be recorded pursuant to this Agreement until the earlier of (i) the Hyatt Place Texas Portfolio Companion
Loan Securitization Date, if such instruments are required to be assigned and recorded pursuant to the related Other Pooling and
Servicing Agreement, (ii) in the event the Hyatt Place Texas Portfolio Whole Loan becomes a Specially Serviced Mortgage Loan prior
to the time set forth in clause (i), and (iii) the expiration of 180 days following the Closing Date, in which case assignments
and recordations shall be effected in accordance with the provisions relating to Serviced Whole Loans until the occurrence, if
any, of the Hyatt Place Texas Portfolio Companion Loan Securitization Date, and (2) following the Hyatt Place Texas Portfolio
Companion Loan Securitization Date, the Person selling the related Companion Loan to the related Other Depositor, at its own expense,
will be (a) entitled to direct the Trustee or Custodian to deliver the originals of all mortgage loan documents in its possession
(other than the promissory note evidencing the Hyatt Place Texas Portfolio Mortgage Loan and any allonges thereto) to the related
Other Trustee or custodian therefor, (b) if the right under clause (a) is exercised, required to cause the retention by or
delivery to the Trustee or Custodian of photocopies of the mortgage loan documents so delivered to such Other Trustee or other
custodian, (c) if instruments of assignment have not been recorded pursuant to this Agreement, entitled to cause the completion
and recordation of instruments of assignment in the name of such Other Trustee or other custodian, and (d) if the right under
clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so
completed and recorded.


 


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


 






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privileged
or other communications, credit underwriting, due diligence analyses or data or internal worksheets, memoranda, communications
or evaluations.


 


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


 


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


 


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


 


(a)          except with respect
to any Mortgage Loan that is a Non-Serviced Mortgage Loan it shall cause Anderson McCoy & Orta, P.C. to record and file in
the appropriate public recording office for real property records or UCC financing statements, as appropriate (or, with respect
to any assignments that the Custodian has agreed to record or file pursuant to the Pooling and Servicing Agreement, deliver to
the Custodian for such purpose and cause the Custodian to record and file), each related assignment of Mortgage and assignment
of assignment of leases, rents and profits and each related UCC-3 financing statement referred to in


 






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the
definition of Mortgage File from the Seller to the Trustee as and to the extent contemplated under Section 2.01(c) of the
Pooling and Servicing Agreement. All out of pocket costs and expenses relating to the recordation or filing of such assignments,
assignments of Mortgage and financing statements shall be paid by the Seller. If any such document or instrument is lost or returned
unrecorded or unfiled, as the case may be, because of a defect therein, then the Seller shall prepare or cause the preparation
of a substitute therefor or cure such defect or cause such defect to be cured, as the case may be, and the Seller shall record
or file, or cause AMO to record or file, such substitute or corrected document or instrument or, with respect to any assignments
that the Custodian has agreed to record or file pursuant to the Pooling and Servicing Agreement, deliver such substitute or corrected
document or instrument to the Custodian (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement,
the then holder of such Mortgage Loan);


 


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


 


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


 


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


 






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


 


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


 


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


 






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SECTION 6     Representations
and Warranties.


 


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


 


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


 


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


 


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


 


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


 






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


 


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





 


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


 


(viii)       Except
for the agreed-upon procedures report obtained from the accounting firm engaged to provide procedures involving a comparison of
information in loan files for the Mortgage Loans to information on a data tape relating to the Mortgage Loans (the “Accountant’s
Due Diligence Report”), the Seller has not obtained (and, through and including the Closing Date, will not obtain) any
“third party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) in connection with the transactions
contemplated herein and in the Offering Documents and, except for the accountants with respect to the Accountants’ Due Diligence
Report, the Seller has not employed (and, through and including the Closing Date, will not employ) any third party to engage in
any activity that constitutes “due diligence services” within the meaning of Rule 17g-10 under the Exchange Act in
connection with the transactions contemplated herein and in the Offering Documents. The Seller further represents and warrants
that no portion of the Accountant’s Due Diligence Report contains, with respect to the information contained therein with
respect to the Mortgage Loans, any names, addresses, other personal identifiers or zip codes with respect to any individuals,
or any other personally identifiable or other information that would be associated with an individual, including without limitation
any “nonpublic personal information” within the meaning of Title V of the Gramm-Leach-Bliley Financial Services Modernization
Act of 1999.  The Underwriters and Initial Purchasers are third-party beneficiaries of the provisions set forth in this Section
6(a)(viii).


 


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


 


(i)           The
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with
full corporate power and authority to own its assets and conduct its business, is duly qualified as a foreign corporation in good
standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification,
except where the


 






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


 


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


 


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


 


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


 


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


 


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


 


(vii)        The Purchaser (A) prepared one or more reports on Form ABS-15G (each, a “Form 15G”) containing the findings and conclusions
of the Accountant’s Due


 






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Diligence
Report and meeting the requirements of that Form 15G, Rule 15Ga-2, and any other rules and regulations of the Securities and Exchange
Commission and the Exchange Act; (B) provided a copy of the final draft of each such Form 15G to the Underwriters and the Initial
Purchasers at least 6 Business Days before the first sale in the offering contemplated by the Offering Documents; and (C) furnished
each such Form 15G to the Securities and Exchange Commission on EDGAR at least 5 Business Days before the first sale in the offering
contemplated by the Offering Documents as required by Rule 15Ga-2.


 


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


 


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


 


(e)          Pursuant
to the Pooling and Servicing Agreement, the Special Servicer is required to determine whether any such Document Defect or Breach
with respect to any Mortgage Loan materially and adversely affects, or such Document Defect is deemed in accordance with Section
2.03 of the Pooling and Servicing Agreement to materially and adversely affect, the value of the Mortgage Loan or any related
REO Property or the interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage
(any such Document Defect shall constitute a “Material Document Defect” and any such Breach shall constitute
a “Material Breach”). If such Document Defect or Breach has been determined to be a Material Document Defect
or Material Breach, then the Special Servicer will be required to give prompt written notice thereof to the Seller. Promptly upon
becoming aware of any such Material Document Defect or Material Breach (including through a written notice given by the Master
Servicer or the Special Servicer, as provided above if the Document Defect or Breach identified therein is a Material Document
Defect or Material Breach, as the case may be), the Seller shall, not later than 90 days from the earlier of the Seller’s
discovery or receipt of notice of, and receipt of a demand to take action with respect to, such Material Document Defect or Material
Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage Loan not being
a “qualified mortgage” within the meaning of the REMIC Provisions, not later than 90 days from any party discovering
such Material Document Defect or Material Breach), cure the same in all material respects (which cure shall include payment of
any losses and Additional Trust Fund Expenses associated therewith) or, if such Material Document Defect or Material Breach, as
the case may be, cannot be cured within such 90 day period, the Seller shall either (i) repurchase the affected Mortgage Loan
or any related REO Property (or the Trust Fund’s interest therein) at the applicable Purchase Price by wire


 






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transfer
of immediately available funds to the Collection Account or (ii) substitute a Qualified Substitute Mortgage Loan for such affected
Mortgage Loan (provided that in no event shall any such substitution occur later than the second anniversary of the Closing Date)
and pay the Master Servicer, for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith;
provided, however, that if (i) such Material Document Defect or Material Breach is capable of being cured but not
within such 90 day period, (ii) such Material Document Defect or Material Breach is not related to any Mortgage Loan’s not
being a “qualified mortgage” within the meaning of the REMIC Provisions and (iii) the Seller has commenced and is
diligently proceeding with the cure of such Material Document Defect or Material Breach within such 90 day period, then the Seller
shall have an additional 90 days to complete such cure, or, in the event of a failure to so cure, to complete such repurchase
of the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as described above (it being understood and agreed
that, in connection with the Seller’s receiving such additional 90 day period, the Seller shall deliver an Officer’s
Certificate to the Trustee, the Special Servicer and the Certificate Administrator setting forth the reasons such Material Document
Defect or Material Breach is not capable of being cured within the initial 90 day period and what actions the Seller is pursuing
in connection with the cure thereof and stating that the Seller anticipates that such Material Document Defect or Material Breach
will be cured within such additional 90 day period); and provided, further, that, if any such Material Document
Defect is still not cured after the initial 90 day period and any such additional 90 day period solely due to the failure of the
Seller to have received the recorded document, then the Seller shall be entitled to continue to defer its cure, repurchase or
substitution obligations in respect of such Document Defect so long as the Seller certifies to the Trustee, the Special Servicer
and the Certificate Administrator every 30 days thereafter that the Document Defect is still in effect solely because of its failure
to have received the recorded document and that the Seller is diligently pursuing the cure of such defect (specifying the actions
being taken), except that no such deferral of cure, repurchase or substitution may continue beyond the date that is 18 months
following the Closing Date. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released
basis. The Seller shall have no obligation to monitor the Mortgage Loans regarding the existence of a Breach or a Document Defect,
but if the Seller discovers a Material Breach or Material Document Defect with respect to a Mortgage Loan, it will notify the
Purchaser. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in
the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced, and received
by the Master Servicer or the Special Servicer on behalf of the Trust, after the related Cut-off Date through, but not including,
the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each Qualified
Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments due with
respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf
of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted
by the Master Servicer to the Seller effecting the related repurchase or substitution promptly following receipt.



 


Subject to the Seller’s
right to cure set forth above in this Section 6(e), and further subject to Sections 2.01(b) and 2.01(c) of the Pooling and Servicing
Agreement, failure of the Seller to deliver the documents referred to in clauses (1), (2), (7), (8), (18) and (19) in the definition
of “Mortgage File” in the Pooling and Servicing Agreement in accordance with this


 






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Agreement
and the Pooling and Servicing Agreement for any Mortgage Loan shall be deemed a Material Document Defect; provided, however,
that no Document Defect (except such deemed Material Document Defect described above) shall be considered to be a Material Document
Defect unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement
of the lender’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third
party with respect to the Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate significant servicing obligation.


 





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





 


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


 


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


 


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


 






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representations
or warranties contained in Section 6(c) of this Agreement or a Document Defect with respect to any Mortgage Loan.


 


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


 


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


 


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





 


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


 






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


 


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


 


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


 


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


 


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


 


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





 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 10   Expenses. The
Seller will pay its pro rata share (the Seller’s pro rata portion to be determined according to the percentage that the
aggregate principal balance as of the Cut-Off Date of all the Mortgage Loans represents as to the aggregate principal balance
as of the Cut-Off Date of all the mortgage loans to be included in the Trust Fund) of all costs and expenses of the Purchaser
in connection with the transactions contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser
in connection with the purchase of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and


 






    	-16-



    	 



    

 


Servicing
Agreement and this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and
documented fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees
and disbursements of a firm of certified public accountants selected by the Purchaser and the Seller with respect to numerical
information in respect of the Mortgage Loans and the Certificates included in the Prospectus, Primary Free Writing Prospectus,
the Prospectus Supplement, the Preliminary Offering Circular, the Final Offering Circular and any related disclosure for the initial
Form 8-K, including the cost of obtaining any “comfort letters” with respect to such items; (v) the costs and expenses
in connection with the qualification or exemption of the Certificates under state securities or blue sky laws, including filing
fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and expenses in connection with
any determination of the eligibility of the Certificates for investment by institutional investors in any jurisdiction and the
preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection therewith; (vii)
the costs and expenses in connection with printing (or otherwise reproducing) and delivering the Registration Statement, Prospectus,
Primary Free Writing Prospectus, Prospectus Supplement, Preliminary Offering Circular and Final Offering Circular and the reproducing
and delivery of this Agreement and the furnishing to the Underwriters of such copies of the Registration Statement, Prospectus,
Primary Free Writing Prospectus, Prospectus Supplement, Preliminary Offering Circular, Final Offering Circular and this Agreement
as the Underwriters may reasonably request; (viii) the fees of the rating agency or agencies requested to rate the Certificates;
(ix) the reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, as counsel to the Purchaser; and (x) the reasonable
fees and expenses of Orrick, Herrington & Sutcliffe LLP, as counsel to the Underwriters and the Initial Purchasers.


 


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


 


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


 


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


 






    	-17-



    	 



    

 


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


 


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


 


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


 


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


 


SECTION 17    Notices. All
communications hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed,
hand delivered, couriered or sent by facsimile transmission to it at 200 West Street, New York, New York 10282, to the attention
of Leah Nivison, fax number: (212) 428-1439, email: leah.nivison@gs.com, with copies to: Peter Morreale, fax number: (212) 902-3000,
email: peter.morreale@gs.com and Joe Osborne, fax number: (212) 291-5318, email: joe.osborne@gs.com, (ii) if sent to the Seller,
will be mailed, hand delivered, couriered or sent


 






    	-18-



    	 



    

 


by
facsimile transmission or electronic mail and confirmed to it at Starwood Mortgage Funding I LLC, 1601 Washington Ave., Suite
800, Miami Beach, Florida 33139, Attention: Leslie K. Fairbanks, Executive Vice President, fax number: (305) 695-5449, with a
copy to: LNR Property LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention: Vincent Kallaher, Senior Vice
President, fax number: (305) 695-5449, with a copy to: LNR Property LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida
33139, Attention: General Counsel, fax number: (305) 695-5449, and (iii) in the case of any of the preceding parties, such other
address as may hereafter be furnished to the other party in writing by such parties.


 


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


 


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


 


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


 


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


 


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


 






    	-19-



    	 



    

 


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


 


* * * * * * 


 



    	-20-



    	 



    

 


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





	 	 	 
	 	GS MORTGAGE SECURITIES CORPORATION
II
	 	 	 
	 	By: 	/s/ Leah Nivison
	 	 	Name:  Leah Nivison
	 	 	Title: Vice President
	 	 	 
	 	STARWOOD MORTGAGE FUNDING I LLC
	 	 	 
	 	By: 	/s/ Jerry Hirschkorn
	 	 	Name:  Jerry Hirschkorn
	 	 	Title: Vice President



 


 


 





GS 2015-GC34
SMF MORTGAGE LOAN PURCHASE AGREEMENT











    	 



    	 



    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 






    	A-1



    	 



    

 




 


GC34 ML Schedule


 


	Control Number	 	Footnotes	 	Loan Number	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	 Cut-Off Date Balance ($) 	 	Mortgage Loan Rate (%)	 	Remaining Term To Maturity (Mos.)	 	Maturity Date	 	Remaining Amortization Term (Mos.)
	4	 	 	 	1	 	Parkside at So7	 	2401 West 7th Street	 	Fort Worth	 	Texas	 	76107	 	54,100,000	 	4.74400%	 	120	 	10/6/2025	 	360
	17	 	1	 	2	 	Hyatt Place Texas Portfolio	 	 	 	 	 	 	 	 	 	13,500,000	 	4.82000%	 	60	 	10/6/2020	 	360
	17.01	 	 	 	2.01	 	Hyatt Place Austin	 	3612 Tudor Boulevard	 	Austin	 	Texas	 	78759	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	2.02	 	Hyatt Place San Antonio	 	7615 Jones Maltsberger Road	 	San Antonio	 	Texas	 	78216	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	2.03	 	Hyatt Place Dallas	 	1542 North Highway 360	 	Grand Prairie	 	Texas	 	75050	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	3	 	Coors Central Shopping Center	 	111 Coors Boulevard Northwest	 	Albuquerque	 	New Mexico	 	87121	 	6,541,819	 	4.79000%	 	119	 	9/6/2025	 	359
	34	 	 	 	4	 	Genesis Plaza	 	4995 Murphy Canyon Road	 	San Diego	 	California	 	92123	 	6,500,000	 	4.70800%	 	119	 	9/6/2025	 	360
	42	 	 	 	5	 	Oceanside Square	 	4750-4760 Oceanside Boulevard	 	Oceanside	 	California	 	92056	 	5,200,000	 	4.75000%	 	119	 	9/6/2025	 	360
	44	 	 	 	6	 	US Storage Center Portfolio	 	 	 	 	 	 	 	 	 	4,800,000	 	4.86000%	 	60	 	10/6/2020	 	360
	44.01	 	 	 	6.01	 	US Storage Center Peoria	 	19315 North 83rd Avenue	 	Peoria	 	Arizona	 	85382	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	6.02	 	US Storage Center Phoenix	 	2331 West Indian School Road	 	Phoenix	 	Arizona	 	85015	 	 	 	 	 	 	 	 	 	 
	45	 	2	 	7	 	Drakeshire Apartments	 	55 Suzanne Drive	 	Lapeer	 	Michigan	 	48446	 	3,761,332	 	4.64700%	 	119	 	9/6/2025	 	299
	46	 	2	 	8	 	Drakeshire Plaza	 	1779-1811 West Genesee Street	 	Lapeer	 	Michigan	 	48446	 	598,938	 	4.64700%	 	119	 	9/6/2025	 	299
	48	 	 	 	9	 	Cook Street Office	 	41865 Boardwalk	 	Palm Desert	 	California	 	92111	 	3,945,096	 	4.82200%	 	119	 	9/6/2025	 	359
	56	 	 	 	10	 	Fair Oaks and Levee Place	 	 	 	 	 	 	 	 	 	2,400,000	 	4.80000%	 	119	 	9/6/2025	 	360
	56.01	 	 	 	10.02	 	Levee Place MHC	 	2908 South Saint James Boulevard	 	Evansville	 	Indiana	 	47714	 	 	 	 	 	 	 	 	 	 
	56.02	 	 	 	10.01	 	Fair Oaks MHC	 	1400 North Elm Street	 	Fairmount	 	Indiana	 	46928	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	11	 	Windhorst MHC	 	7515 East Washington Street	 	Indianapolis	 	Indiana	 	46219	 	1,792,500	 	4.80000%	 	119	 	9/6/2025	 	360


 


	1	The Cut-off Date Balance of $13,500,000 represents the note A-2 of a $38,500,000 whole loan evidenced by two pari passu notes. The companion loan, note A-1, has a principal balance of $25,000,000 as of the Cut-off Date and is expected to be contributed to the JPMBB 2015-C32 securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the whole loan Cut-off Date Balance of $38,500,000.
	2	With respect to the Drakeshire Apartments and Drakeshire Plaza Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.


 






    	 



    	 



    

 


GC34 ML Schedule


 


	Control Number	 	Footnotes	 	Loan Number	 	Property Name	 	Servicing Fee Rate (%)	 	Subservicing Fee Rate (%)	 	Mortgage Loan Seller	 	Crossed Group	 	ARD (Yes / No)	 	Final Maturity Date	 	Revised Rate	 	Companion Loan Flag	 	Companion Loan Cut-off Balance	 	Companion Loan Interest Rate	 	Companion Loan Remaining Term To Maturity / ARD (Mos.)	 	Companion Loan Maturity Date / ARD	 	Companion Loan Remaining Amortization Term (Mos.)
	4	 	 	 	1	 	Parkside at So7	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17	 	1	 	2	 	Hyatt Place Texas Portfolio	 	0.00250%	 	0.03250%	 	SMF I	 	NAP	 	No	 	 	 	 	 	Yes	 	25,000,000	 	4.82000%	 	60	 	10/6/2020	 	360
	17.01	 	 	 	2.01	 	Hyatt Place Austin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.02	 	 	 	2.02	 	Hyatt Place San Antonio	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.03	 	 	 	2.03	 	Hyatt Place Dallas	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33	 	 	 	3	 	Coors Central Shopping Center	 	0.00500%	 	0.05000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	4	 	Genesis Plaza	 	0.00500%	 	0.04000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42	 	 	 	5	 	Oceanside Square	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44	 	 	 	6	 	US Storage Center Portfolio	 	0.00500%	 	0.05000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.01	 	 	 	6.01	 	US Storage Center Peoria	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.02	 	 	 	6.02	 	US Storage Center Phoenix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	2	 	7	 	Drakeshire Apartments	 	0.00500%	 	0.00000%	 	SMF I	 	Group A	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	2	 	8	 	Drakeshire Plaza	 	0.00500%	 	0.00000%	 	SMF I	 	Group A	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48	 	 	 	9	 	Cook Street Office	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56	 	 	 	10	 	Fair Oaks and Levee Place	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56.01	 	 	 	10.02	 	Levee Place MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56.02	 	 	 	10.01	 	Fair Oaks MHC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57	 	 	 	11	 	Windhorst MHC	 	0.00500%	 	0.00000%	 	SMF I	 	NAP	 	No	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	1	The Cut-off Date Balance of $13,500,000 represents the note A-2 of a $38,500,000 whole loan evidenced by two pari passu notes. The companion loan, note A-1, has a principal balance of $25,000,000 as of the Cut-off Date and is expected to be contributed to the JPMBB 2015-C32 securitization. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the whole loan Cut-off Date Balance of $38,500,000.
	2	With respect to the Drakeshire Apartments and Drakeshire Plaza Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.


 






    


    


    


 






 


EXHIBIT B



MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 






    	B-1



    	 



    

 




 


MORTGAGE
LOAN REPRESENTATIONS AND WARRANTIES


 


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



 


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



 


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


 


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



 


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



 






    	B-2



    	 



    

 


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




 


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



 


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



 






    	B-3



    	 



    

 


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




 


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



 


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



 


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



 


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



 


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


 


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



 






    	B-4



    	 



    

 


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



 


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



 


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



 


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



 


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



 


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



 


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


 






    	B-5



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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



 






    	B-6



    	 



    

 


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




 


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



 


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



 


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



 


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



 


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



 






    	B-7



    	 



    

 


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



 


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



 


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



 


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



 


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



 






    	B-8



    	 



    

 


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



 


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


 


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


 


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



 


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



 






    	B-9



    	 



    

 


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



 


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



 


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



 






    	B-10



    	 



    

 


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



 


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



 


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



 


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



 






    	B-11



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    	B-12



    	 



    

 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 






    	B-13



    	 



    

 


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




 


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



 


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



 


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



 






    	B-14



    	 



    

 


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



 


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



 


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



 


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


 


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


 





    B-15


    


    

 


 


Exhibit B-30-1


 


List of Mortgage Loans with Current Mezzanine Debt




 


None.


 






    	B-30-1-1



    	 



    

 


Exhibit B-30-2


 


List of Mortgage Loans with Permitted Mezzanine Debt 


 


None.


 






    	B-30-2-1



    	 



    

 


Exhibit B-30-3



List of Cross-Collateralized and Cross-Defaulted Mortgage Loans


 


	Loan #	

Mortgage Loan
	45    	Drakeshire
    Apartments
	46    	Drakeshire
    Plaza


 






    	B-30-3-1



    	 



    

 


EXHIBIT
C



EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 





	Representation
                                         Number

                                         on Annex E-1


	 	Mortgage
                                         Loan Name

                                         and Number as

                                         Identified on Annex A
	 	Description
                                         of Exception

	 	 	 	 	 	 
	(24)	Local Law Compliance	 	Hyatt Place Texas Portfolio (Loan No. 17)	 	The Hyatt Place San Antonio Mortgaged Property’s
    use as a hotel does not conform to the related zoning code’s current use requirements but is permitted as a legal nonconforming
    use.  The zoning code provides that the right to operate a nonconforming use terminates if the related structure
    in which such use is operated is damaged or destroyed and the cost of repair exceeds 50% of the replacement cost of such structure.  In
    addition, the zoning code provides that the abandonment of a nonconforming use terminates the right to operate such use and
    that the discontinuation of a nonconforming use for 12 months requires that any future use of the related property conform
    to current requirements. 
	 	 	 	 	 	 
	(24)	Local Law Compliance	 	Windhorst MHC (Loan No. 57)	 	The related zoning code generally prohibits a property’s use
    as a mobile home park.  However, the Mortgaged Property’s use as a mobile home park was established as a legal
    nonconforming use pursuant to a certificate of legal nonconforming use issued in July 2000.  The related zoning
    code permits a legal nonconforming use to be restored after damage by fire or other disaster if the damage does not exceed
    two-thirds of the affected structures or facilities.  In addition, the zoning code provides that if a legal nonconforming
    use is discontinued for one year, any future use of the related land must comply with the zoning code’s current requirements.  The
    Loan Documents provide for recourse to the Mortgagor and the related guarantor for (i) any losses arising from the Mortgaged
    Property’s failure to conform with zoning regulations and (ii) the full amount of the Mortgage Loan if the Mortgaged
    Property cannot be operated as a manufactured home community pursuant to applicable zoning laws after the occurrence of a
    casualty or condemnation unless the Mortgagor promptly seeks and obtains a variance, rezoning and/or other exemption permitting
    the Mortgaged Property’s use and operation as a manufactured home community.
	 	 	 	 	 	 
	(31)	Single-Purpose Entity	 	Coors Central Shopping Center (Loan No. 33)	 	The Mortgagor previously owned an improved outparcel and an unimproved
    outparcel (each adjacent to the Mortgaged Property) prior to the origination of the Mortgage Loan.  Such outparcels
    were covered by the ESA conducted in connection with the origination of the Mortgage Loan.  The Loan Documents provide
    for recourse to the Mortgagor and the related guarantor for any losses arising out of the Mortgagor’s previous ownership
    of such outparcels.
	 	 	 	 	 	 
	(39)	Organization of Mortgagor	 	Fair Oaks and Levee Place (Loan No. 56), Windhorst MHC (Loan No.
    57)	 	The Mortgagors are affiliated with each other.
	 	 	 	 	 	 
	(40)	Environmental Conditions	 	Parkside at So7 (Loan No. 4)	 	The related ESA reported that the Mortgaged Property is located
    within a larger site that in 1997 became subject to a voluntary cleanup program under the Texas Commission of Environmental
    Quality due to contamination of soil and groundwater with polycyclic aromatic hydrocarbons and total petroleum hydrocarbons.  Contaminated
    soils were removed and an institutional control prohibiting groundwater use was issued for the site, and the Texas Commission
    of Environmental Quality subsequently issued a certificate of completion for the site in 1999.  In addition, the
    ESA reported that the Mortgaged Property is located 140 feet downgradient from a property with groundwater that was and remains
    impacted with chlorinated solvents above applicable potable-water protective concentration levels, for which such property
    received an official state designation certifying that such groundwater is not used as potable water and is prohibited from
    future use as potable water.


 






    	C-1



    	 



    

 


EXHIBIT D



FORM OF OFFICER’S CERTIFICATE


 


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


 


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



 


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



 


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



 



    	D-1



    	 



    

 


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



 





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



 


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


 


[SIGNATURE APPEARS ON THE FOLLOWING PAGE]


 






    	D-2



    	 



    

 


Certified
this __ day of October, 2015.





	 	 	 
	 	STARWOOD MORTGAGE FUNDING
I LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    	D-3