Exhibit 4.6


 


MORTGAGE LOAN PURCHASE AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     -19-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 






     -20-


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 






     -21-


     


    

 


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


 


Section
9.         Costs.
Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the Mortgage Loan
Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Principal Balance of all the Mortgage Loans (the
“Cut-off Date Pool Balance”)) of all costs and expenses of the Purchaser in connection with the transactions
contemplated herein, including, but not limited to: (i) the costs and expenses of the Purchaser in connection with the purchase
of the Mortgage Loans; (ii) the costs and expenses of reproducing and delivering the Pooling and Servicing Agreement and
this Agreement and printing (or otherwise reproducing) and delivering the Certificates; (iii) the reasonable and documented
set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel; (iv) the fees
and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller with respect
to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the Preliminary
Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural
and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect
to such items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state
securities or blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the
costs and expenses in connection with any determination of the eligibility of the Certificates for investment by institutional
investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements
of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and
delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the
Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any
other marketing materials or


 






     -22-


     


    

 


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


 


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


 


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


 


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


 


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


 






     -23-


     


    

 


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


 


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


 


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


 


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


 






     -24-


     


    

 


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


 


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


 


[SIGNATURE PAGE FOLLOWS]








 






     -25-


     


    

 


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





	 	 	 
	 	[MORTGAGE LOAN SELLER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	RIALTO COMMERCIAL MORTGAGE SECURITIES, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 






     


     


    

 








EXHIBIT A


 


SCHEDULE OF MORTGAGE LOANS


 






     Exh. A-1


     


    

 





EXHIBIT B-1


 


REPRESENTATIONS AND WARRANTIES WITH RESPECT
TO THE MORTGAGE LOAN SELLER


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     Exh. B-1-1


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     Exh. B-1-2


     


    

 





EXHIBIT B-2


 


REPRESENTATIONS AND WARRANTIES WITH RESPECT
TO THE PURCHASER


 


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


 


(a)         
The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the
State of Delaware.


 


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


 


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


 


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


 


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


 


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


 


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


 






     Exh. B-2-1


     


    

 


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


 






     Exh. B-2-2


     


    

 





EXHIBIT C


 


MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


 






     Exh. C-1


     


    

 





Exhibit C-32-1


 


List of Mortgage Loans with Current Mezzanine
Debt


 






     Exh. C-32-1-1


     


    

 





Exhibit C-32-2


 


List of Mortgage Loans with Permitted
Mezzanine Debt


 






     Exh. C-32-2-1


     


    

 





Exhibit C-32-3


 


List of Cross-Collateralized and Cross-Defaulted
Mortgage Loans


 






     Exh. C-32-3-1


     


    

 





Exhibit C-43-1


 


List of Mortgage Loans with Environmental
Insurance


 






     Exh. C-43-1


     


    

 





SCHEDULE C


 


EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS
AND WARRANTIES


 


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


 


	
        Representation


Number on 

Exhibit C 
	
        Mortgage
Loan 

Name and 

Number as 

Identified on 

Exhibit A 
	
        Description
of Exception 

	 	 	 





 






     Sch. C-1


     


    

 


EXHIBIT D-1


 


FORM OF CERTIFICATE OF THE SECRETARY OR

AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER


 


[SELLER]


 


ASSISTANT SECRETARY’S CERTIFICATE


 


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


 


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



 


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



 


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



 


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



 


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



 


	 	Name	Title
	 	 	 


 






    Exh. D-1-1


     


    

 


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


	 		 
	 	 	Name:
	 	 	Title:





 






    Exh. D-1-2


     


    

 





EXHIBIT D-2


 


FORM OF CERTIFICATE OF THE MORTGAGE LOAN
SELLER



CERTIFICATE OF MORTGAGE LOAN SELLER


 


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


 


Certified this [DATE].





	 	 	 
	 	[SELLER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Exh. D-2-1