Exhibit 10.1


 


 











	 




  


CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC.,



PURCHASER


 


and


 


Citigroup
Global Markets Realty Corp.,


 

SELLER


 


MORTGAGE LOAN PURCHASE AGREEMENT



Dated as of December 1, 2015


 

Series 2015-GC35








	 







 






     


     


    

 


This Mortgage Loan Purchase Agreement (“Agreement”),
dated as of December 1, 2015, is between Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, as purchaser (the
“Purchaser”), and Citigroup Global Markets Realty Corp., a New York corporation, as seller (the “Seller”).


 


Capitalized terms used
in this Agreement not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement, dated as
of December 1, 2015 (the “Pooling and Servicing Agreement”), between the Purchaser, as depositor, Midland Loan
Services, a Division of PNC Bank, National Association, a national banking association, as master servicer (the “Master
Servicer”), C-III Asset Management LLC, a Delaware limited liability company, as special servicer (the “Special
Servicer”), Park Bridge Lender Services LLC, a New York limited liability company, as operating advisor, Citibank, N.A.,
a national banking association, as certificate administrator (the “Certificate Administrator”), and Deutsche
Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), pursuant to which the
Purchaser will transfer the Mortgage Loans (as defined herein), together with certain other commercial and multifamily mortgage
loans (collectively, the “Other Loans”), to a trust fund and certificates representing ownership interests in
the Mortgage Loans and the Other Loans will be issued by the trust fund (the “Trust Fund”). In exchange for
the Mortgage Loans and the Other Loans, the Trust Fund will issue to or at the direction of the Depositor certificates to be known
as Citigroup Commercial Mortgage Trust 2015-GC35, Commercial Mortgage Pass-Through Certificates, Series 2015-GC35 (collectively,
the “Certificates”). For purposes of this Agreement, “Mortgage Loans” refers to the mortgage
loans listed on Exhibit A and “Mortgaged Properties” refers to the properties securing such Mortgage
Loans.


 


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


 


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


 






    	 



    	 



    

 



subject
Mortgage Loan) in, to and under the related Co-Lender Agreement (it being understood and agreed that the Seller does not assign
any right, title or interest that it or any other party may have thereunder in its capacity as the holder of any related Companion
Loan, if applicable). The Seller’s assignment of any Outside Serviced Trust Loan is subject to the terms and conditions
of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The Purchaser will sell certain of the Certificates
(the “Public Certificates”) to the underwriters (the “Underwriters”) specified in the Underwriting
Agreement, dated as of November 24, 2015 (the “Underwriting Agreement”), between the Purchaser and the Underwriters,
and the Purchaser will sell certain of the Certificates (the “Private Certificates”) to the initial purchasers
(the “Initial Purchasers” and, collectively with the Underwriters, the “Dealers”) specified
in the Purchase Agreement, dated as of November 24, 2015 (the “Certificate Purchase Agreement”), between the
Purchaser and Initial Purchasers.


 


The sale and conveyance
of the Mortgage Loans is being conducted on an arms-length basis and upon commercially reasonable terms. As the purchase price
for the Mortgage Loans, the Purchaser shall pay, by wire transfer of immediately available funds, to the Seller or at the Seller’s
direction that sum set forth in the funding schedule executed by the Seller and the Purchaser relating to the sale of the Mortgage
Loans contemplated hereby (but subject to certain post-settlement adjustment for expenses incurred by the Underwriters and the
Initial Purchasers on behalf of the Depositor and for which the Seller is specifically responsible).


 


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


 


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


 


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


 


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


 






    	-2-



    	 



    

 


Seller
as a purchase for tax purposes. The Purchaser shall be responsible for maintaining, and shall maintain, a set of records for each
Mortgage Loan which shall be clearly marked to reflect the transfer of ownership of each Mortgage Loan by the Seller to the Purchaser
pursuant to this Agreement.


 


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


 


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


 






    	-3-



    	 



    

 


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


 


(b)          Except with respect
to any Outside Serviced Trust Loan, the Seller shall deliver to and deposit with (or cause to be delivered to and deposited with) the
Master Servicer within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents
and records not otherwise required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and
administration of the Mortgage Loans and any related Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing administration
and/or servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered to the
Rating Agencies in connection with the rating of the Certificates) or any related Serviced Companion Loans or for evidencing or
enforcing any of the rights of the holder of the Mortgage Loans or any related Serviced Companion Loans or holders of interests
therein, and (C) are in the possession or under the control of the Seller; and (iii) all unapplied Escrow Payments and reserve
funds in the possession or under control of the Seller that relate to the Mortgage Loans and any related Serviced Companion Loans
together with a statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan or any related
Serviced Companion Loan; provided that copies of any document in the Mortgage File and any other document, record or item
referred to above in this sentence that, in each case, constitutes a Designated Servicing Document shall be delivered to the Master
Servicer on or before the Closing Date; and provided, further, that the Seller shall not be required to deliver any
draft documents, privileged or other related Seller communications, credit underwriting, due diligence analyses or data, or internal
worksheets, memoranda, communications or evaluations. Notwithstanding the foregoing, this Section 3(b) shall not apply
to any Outside Serviced Trust Loan.


 


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


 


SECTION 4     Treatment as a Security
Agreement. Pursuant to Section 1 hereof, the Seller has conveyed to the Purchaser all of its right, title and interest
in and to the Mortgage


 






    	-4-



    	 



    

 


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


 


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


 


(a)          with respect to
the Mortgage Loans (other than any Outside Serviced Trust Loan), it shall record and file, or cause a third party on its behalf
to record and file, in the appropriate public recording office for real property records or UCC financing statements, as appropriate,
each related assignment of Mortgage and assignment of Assignment of Leases, and each related UCC-3 financing statement referred
to in the definition of Mortgage File, in each case in favor of the Trustee, as and to the extent contemplated under Section 2.01(c)
of the Pooling and Servicing Agreement. All out of pocket costs and expenses relating to the recordation or filing of such assignments
of Assignment of Leases, assignments of Mortgage and financing statements shall be paid by (or caused to be paid by) the Seller.
If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein,
then the Seller shall promptly prepare or cause the preparation of a substitute therefor or cure such defect or cause such defect
to be cured, as the case may be, and the Seller shall record or file, or cause the recording or filing of, such substitute or corrected
document or instrument, or with respect to any assignments that a third party on the Seller’s behalf has agreed to record
or file as described in the Pooling and Servicing Agreement, the Seller shall deliver such substitute or corrected document or
instrument to such third party (or, if the Mortgage Loan is then no longer subject to the Pooling and Servicing Agreement, the
then holder of such Mortgage Loan);


 


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


 






    	-5-



    	 



    

 


original assignment of Mortgage or assignment of Assignment of Leases, the Seller
or its designee shall obtain and provide to the Custodian a certified copy of the recorded original. On a monthly basis, at the
expense of the Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned assignments following
the Custodian’s receipt thereof;


 


(c)          it shall take
any action reasonably required by the Purchaser, the Certificate Administrator, the Trustee or the Master Servicer in order to
assist and facilitate the transfer of the servicing of the Mortgage Loans (other than any Outside Serviced Trust Loan) to the Master
Servicer, including effectuating the transfer of any letters of credit with respect to any Mortgage Loan to the Master Servicer
on behalf of the Trustee for the benefit of Certificateholders and any Serviced Companion Loan Holder. Prior to the date that a
letter of credit with respect to any Mortgage Loan is so transferred to the Master Servicer, the Seller will cooperate with the
reasonable requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under
such letter of credit as required under the terms of the related Loan Documents. Notwithstanding the foregoing, this Section 5(c)
shall not apply with respect to any Outside Serviced Trust Loan;


 


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


 


(e)          if (during the
period of time that the Underwriters are required, under applicable law, to deliver a prospectus related to the Public Certificates
in connection with sales of the Public Certificates by an Underwriter or a dealer) the Seller has obtained actual knowledge of
undisclosed or corrected information related to an event that occurred prior to the Closing Date, which event causes there to be
an untrue statement of a material fact with respect to the Seller Information in (i) the Prospectus Supplement dated November 24,
2015 relating to the Public Certificates, the annexes and exhibits thereto and any electronic media delivered therewith, or (ii)
the Offering Circular dated November 24, 2015 relating to the Private Certificates, the annexes and exhibits thereto and any electronic
media delivered therewith (collectively, the “Offering Documents”), or causes there to be an omission to state
therein a material fact with respect to the Seller Information required to be stated therein or necessary to make the statements
therein with respect to the Seller Information, in the light of the circumstances under which they were made, not misleading, then
the Seller shall promptly notify the Dealers and the Depositor. If as a result of any such event the Dealers’ legal counsel
determines that it is necessary to amend or supplement the Offering Documents in order to correct the untrue statement, or to make
the statements therein, in the light of the circumstances when the Offering Documents are delivered to a purchaser, not misleading,
or to make the Offering Documents in compliance with applicable law, the Seller shall (to the extent that such amendment or supplement
solely relates to the Seller Information) at the expense of the Seller, do all things reasonably necessary to assist the Depositor
to prepare and furnish to the Dealers, such amendments or supplements to the Offering Documents as may be necessary so that the
Seller Information in the Offering Documents, as so amended or supplemented, will not contain an untrue statement, will not, in
the light of the circumstances when the Offering Documents are delivered to a purchaser, be misleading and will comply with applicable
law. (All capitalized terms used in this Section 5(e) and not otherwise defined in this Agreement shall have the


 






    	-6-



    	 



    

 


meanings
set forth in the Indemnification Agreement, dated as of November 24, 2015, between the Underwriters, the Initial Purchasers, the
Seller and the Depositor (the “Indemnification Agreement” and, together with this Agreement, the “Operative
Documents”)); and


 


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


 


SECTION 6     Representations
and Warranties.


 


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


 


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


 


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


 


(iii)         The
execution and delivery of each Operative Document by the Seller and the performance of its obligations hereunder and thereunder
will not conflict with any provision of any law or regulation to which the Seller is subject, or conflict with, result in


 






    	-7-



    	 



    

 


a breach
of, or constitute a default under, any of the terms, conditions or provisions of any of the Seller’s organizational documents
or any agreement or instrument to which the Seller is a party or by which it is bound, or any order or decree applicable to the
Seller, or result in the creation or imposition of any lien on any of the Seller’s assets or property, in each case, which
would materially and adversely affect the ability of the Seller to carry out the transactions contemplated by the Operative Documents;


 


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


 


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


 


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


 


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


 


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


 


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


 






    	-8-



    	 



    

 


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


 


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


 


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


 


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


 


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


 


(vii)        The
Purchaser has (i) prepared a report on Form ABS-15G under the Exchange Act (the “Form 15G”) that attaches the
Accountant’s Third-Party Due Diligence Report (as defined herein) (a final draft of which Form 15G was provided to the Seller
at least 5 business days before the first pricing date with respect to the Certificates); and (ii) furnished the Form 15G to the
Commission (as defined herein) on EDGAR at least 5 business days before the first pricing date with respect to the Certificates
as required by Rule 15Ga-2 under the Exchange Act.


 






    	-9-



    	 



    

 


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


 


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


 


(e)          Pursuant to the
Pooling and Servicing Agreement, the Special Servicer is required to determine whether any such Document Defect or Breach with
respect to any Mortgage Loan materially and adversely affects, or such Document Defect is deemed in accordance with Section 2.03
of the Pooling and Servicing Agreement to materially and adversely affect, the value of the Mortgage Loan or any related REO Property
or the interests of the Certificateholders therein or causes any Mortgage Loan to fail to be a Qualified Mortgage (any such Document
Defect shall constitute a “Material Document Defect” and any such Breach shall constitute a “Material
Breach”). If such Document Defect or Breach has been determined to be a Material Document Defect or Material Breach,
then the Special Servicer will be required to give prompt written notice thereof to the Seller. Promptly upon becoming aware of
any such Material Document Defect or Material Breach (including, without limitation, through a written notice given by any party
to the Pooling and Servicing Agreement, as provided above if the Document Defect or Breach identified therein is a Material Document
Defect or Material Breach, as the case may be), the Seller shall, not later than 90 days from the earlier of the Seller’s
(x) discovery of, and (y) receipt of notice of and receipt of a demand to take action with respect to, such Material Document Defect
or Material Breach, as the case may be (or, in the case of a Material Document Defect or Material Breach relating to a Mortgage
Loan not being a “qualified mortgage” within the meaning of the REMIC Provisions, not later than 90 days from
any party discovering such Material Document Defect or Material Breach), cure the same in all material respects (which cure shall
include payment of any losses and Additional Trust Fund Expenses associated therewith) or, if such Material Document Defect or
Material Breach, as the case may be, cannot be cured within such 90-day period, the Seller shall (before the end of such 90-day
period) either: (i) repurchase the affected Mortgage Loan or any related REO Property (or the Trust Fund’s interest therein)
at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account; or (ii) substitute
a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall any such substitution occur
later than the second anniversary of the Closing Date) and pay the Master Servicer, for deposit into the Collection Account, any
Substitution Shortfall Amount in connection therewith; provided, however, that if (i) such Material Document
Defect or Material Breach is capable of being cured but not within such 90-day period, (ii) such Material Document Defect or Material
Breach is not related to any Mortgage Loan’s not being a “qualified mortgage” within the meaning of the REMIC
Provisions and (iii) the Seller has commenced and is diligently


 






    	-10-



    	 



    

 


proceeding with the cure of such Material Document Defect or Material
Breach within such 90-day period, then the Seller shall have an additional 90 days to complete such cure (or, in the event
of a failure to so cure, to complete such repurchase of the related Mortgage Loan or substitute a Qualified Substitute Mortgage
Loan as described above) it being understood and agreed that, in connection with the Seller’s receiving such additional 90-day
period, the Seller shall deliver an Officer’s Certificate to the Trustee, the Special Servicer and the Certificate Administrator
setting forth the reasons such Material Document Defect or Material Breach is not capable of being cured within the initial 90-day
period and what actions the Seller is pursuing in connection with the cure thereof and stating that the Seller anticipates that
such Material Document Defect or Material Breach will be cured within such additional 90-day period; and provided, further,
that, if any such Material Document Defect is still not cured after the initial 90-day period and any such additional 90-day period
solely due to the failure of the Seller to have received the recorded document, then the Seller shall be entitled to continue to
defer its cure, repurchase and/or substitution obligations in respect of such Document Defect so long as the Seller certifies to
the Trustee, the Special Servicer and the Certificate Administrator every 30 days thereafter that the Document Defect is still
in effect solely because of its failure to have received the recorded document and that the Seller is diligently pursuing the cure
of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution may continue
beyond the date that is 18 months following the Closing Date. Any such repurchase or substitution of a Mortgage Loan shall be on
a whole loan, servicing released basis. The Seller shall have no obligation to monitor the Mortgage Loans regarding the existence
of a Breach or a Document Defect, but if the Seller discovers a Material Breach or Material Document Defect with respect to a Mortgage
Loan, it will notify the Purchaser. Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after
the related Due Date in the month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased
or replaced after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on
or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly
Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special
Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and shall
be required, under the Pooling and Servicing Agreement, to be remitted by the Master Servicer to the Seller promptly following
receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if any, that has been substituted shall
be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage loan may be substituted for a Defective
Mortgage Loan as contemplated by this Section 6(e) if the Mortgage Loan to be replaced was itself a Qualified Substitute
Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent a cure (including by the making of a Loss of Value
Payment pursuant to the following paragraph) of the relevant Material Breach or Material Document Defect, the affected Mortgage
Loan will be required to be repurchased.


 


Notwithstanding the foregoing
provisions of this Section 6(e), in lieu of the Seller performing its obligations with respect to any Material Breach or
Material Document Defect as set forth in the preceding paragraph, to the extent that the Seller and the Purchaser (or, following
the assignment of the Mortgage Loans to the Trust, the Seller and the Special Servicer on behalf of the Trust, and with the consent
of the Controlling Class Representative (other than with


 






    	-11-



    	 



    

 


respect to any Excluded Mortgage Loan) prior to the occurrence of a Control
Termination Event) are able to agree upon a cash payment payable by the Seller to the Purchaser or the Trust, as applicable, that
would be deemed sufficient to compensate the Purchaser or the Trust, as applicable, for a Material Breach or Material Document
Defect (a “Loss of Value Payment”), the Seller may elect, in its sole discretion, to pay such Loss of Value
Payment to the Purchaser or the Trust, as applicable; 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 Seller shall be deemed to have cured such
Material Breach or Material Document Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes
the sole remedy available to the Purchaser or the Trust, as applicable, and its assignees regarding any such Material Breach or
Material Document Defect, and the Seller shall not be obligated to repurchase or replace the affected Mortgage Loan or otherwise
cure such Material Breach or Material Document Defect.


 


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


 


(A) the
Seller (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 Seller’s repurchase or replacement of only those Mortgage Loans as to which a Material
Document Defect or Material Breach 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 6(e) (i) will not cause either Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of
subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding and (ii) will not result
in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited
transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code); and


 


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


 


(1)the
debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters immediately
preceding the repurchase or replacement is not less than the


 






    	-12-



    	 



    

 


lesser of (A) 0.10x below the debt service coverage ratio for
the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus Supplement and
(B) the debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding
calendar quarters preceding the repurchase or replacement;


 


(2)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 whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including
the Affected Loan(s)) set forth in Annex A to the Prospectus Supplement plus 10%, (B) the loan-to-value
ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected
Loan(s)) at the time of repurchase or replacement and (C) 75%; and


 


(3)either
(x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group will not impair
the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group or
(y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies with this
Agreement and the Pooling and Servicing Agreement and that removes any threat of impairment of the ability to exercise remedies
against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result of the exercise of remedies
against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized 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 on the Certificateholders, other parties to the Pooling and Servicing
Agreement and the Seller. The Master Servicer or the Special Servicer, as applicable, will be entitled to cause to be delivered,
or direct the Seller to (in which case the Seller 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 purposes of determining whether the condition
set forth in clause (B)(2) above has been satisfied, in each case at the expense of the Seller if the scope and cost
of the Appraisal is approved by the Seller and, prior to the occurrence and continuance of a Control Termination Event, the Controlling
Class Representative (such approval not to be unreasonably withheld in each case).


 


With respect to any Defective
Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described in the second preceding
paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the Seller and the Depositor 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


 






    	-13-



    	 



    

 


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 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 that form a Cross-Collateralized Group shall be allocated between such
Mortgage Loans in accordance with the related 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 Cross-Collateralized
Group.


 


The Pooling and Servicing
Agreement provides that, to the extent necessary and appropriate, the Master Servicer or Special Servicer, as applicable, will
execute (pursuant to a limited power of attorney provided by the Trustee who will not be liable for any misuse of any such power
of attorney by the Master Servicer or Special Servicer, as applicable, or any of its agents or subcontractors) the modification
of the Loan Documents that complies with this Agreement to remove the threat of impairment of the ability of the Seller or the
Trust Fund to exercise its remedies with respect to the Primary Collateral securing the Mortgage Loan(s) held by such party resulting
from the exercise of remedies by the other such party. All costs and expenses incurred by the Trustee, the Special Servicer and
the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph and the first, second and third preceding
paragraphs shall be advanced by the Master Servicer as provided for in Section 2.03(a) of the Pooling and Servicing Agreement,
and such advances and interest thereon shall be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased
or replaced.


 


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


 


With respect to any Outside
Serviced Trust Loan, the Seller agrees that if a “material document defect” (as such term or any analogous term is
defined in the related Outside Servicing Agreement) exists under the related Outside Servicing Agreement with respect to the related
Outside Serviced Companion Loan included in the related Outside Securitization Trust, and such Outside Serviced Companion Loan
is repurchased by or on behalf of such Seller (or






    	-14-



    	 



    

 


other responsible repurchasing entity) from the related Outside Securitization
Trust as a result of such “material document defect” (as such term or any analogous term is defined in such Outside
Servicing Agreement), then the Seller shall repurchase such Outside Serviced Trust Loan; provided, however, that
such repurchase obligation does not apply to any “material document defect” (as such term or any analogous term is
defined in the related Outside Servicing Agreement) related solely to the promissory note for such Outside Serviced Companion Loan.


 


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


 


If any Mortgage Loan
is to be repurchased or replaced as contemplated by this Section 6, the 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 a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such Qualified Substitute Mortgage Loan
shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


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


 


(h)          Each party hereto
agrees to promptly notify the other party of any breach of a representation or warranty contained in Section 6(c) of this
Agreement. The Seller’s


 






    	-15-



    	 



    

 


obligation to cure any Material Breach or Material Document Defect or to repurchase or substitute
for, or make a Loss of Value Payment with respect to, any affected Mortgage Loan pursuant to this Section 6 shall constitute
the sole remedy available to the Purchaser in connection with a breach of any of the Seller’s representations or warranties
contained in Section 6(c) of this Agreement or a Document Defect with respect to any Mortgage Loan.


 


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


 


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


 


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


 


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


 






    	-16-



    	 



    

 


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


 


Each party hereto agrees
and acknowledges that, as of the date of this Agreement, the “Central Index Key” number of the Trust Fund is 0001657325.


 


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


 


(j)           The Seller hereby
acknowledges that it and the Purchaser have each engaged Ernst & Young LLP (the “Accounting Firm”) to perform
“due diligence services” (as defined in Rule 17g-10 under the Exchange Act), based solely on a comparison of source
documents to a data file, with respect to the Mortgage Loans and to prepare a “third-party due diligence report” (as
defined in Rule 15Ga-2 under the Exchange Act) (the “Accountant’s Third-Party Due Diligence Report”) in
connection therewith. The Seller hereby represents and warrants to, and covenants with, the Depositor that, except with respect
to the Accounting Firm and the Accountant’s Third-Party Due Diligence Report, the Seller, as of the Closing Date, (A) has
not obtained any “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act), and (B) has
not retained any third party to engage in, and will not retain any third party to engage in, any activity that constitutes “due
diligence services” (as defined in Rule 17g-10 under the Exchange Act) with respect to the Mortgage Loans, unless, in the
case of the immediately preceding clause (B) and following the Closing Date, the Seller (i) provides prior written notice to the
Depositor, (ii) requires the third-party due diligence provider to comply with its obligations under Section 15E(s)(4)(B) of, and
Rule 17g-10 under, the Exchange Act (including with respect to the timely delivery to any applicable NRSRO and to the Depositor
of a Form ABS Due Diligence-15E), and (iii) facilitates the Depositor’s compliance with Rule 17g-5(a)(3)(iii)(E) under the
Exchange Act, with respect thereto. The Seller further represents and warrants that no portion of the Accountant’s Third-Party
Due Diligence Report contains, with respect to the information contained therein with respect to the Mortgage Loans, any names,
addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other
information that would be associated with an individual, including without limitation any “nonpublic personal information”
within the meaning of Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999. The Underwriters and Initial
Purchasers are third-party beneficiaries of the provisions set forth in this Section 6(j).


 


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


 


SECTION 8     Conditions to Closing.
The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the purchase price for the
Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the


 






    	-17-



    	 



    

 


Purchaser to purchase the Mortgage
Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)          a
letter from counsel of the Seller substantially to the effect that (a) nothing has come to such counsel’s attention
that would lead such counsel to believe that the agreed upon sections of the Primary Free Writing Prospectus, the Prospectus Supplement,
the Preliminary Offering Circular or the Final Offering Circular (each as defined in the Indemnification Agreement), as of the
date thereof or as of the Closing Date (or, in the case of the Primary Free Writing Prospectus or the Preliminary Offering Circular,
solely as of the time of sale) contained or contain, as applicable, with respect to the Seller, RAIT Funding, LLC, the Mortgage
Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without limitation, the identity
of the servicers for, and the terms of the Outside Servicing Agreement relating to, any Outside Serviced Loan Combination, and
the identity of any co-originator of any


 






    	-18-



    	 



    

 


Loan Combination), the related Mortgaged Properties and the related Mortgagors and their
respective affiliates, any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to
make the statements therein relating to the Seller, RAIT Funding, LLC, the Mortgage Loans, any sub-servicers related to the Mortgage
Loans, any related Loan Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside
Servicing Agreement relating to, any Outside Serviced Loan Combination, and the identity of any co-originator of any Loan Combination),
the related Mortgaged Properties and the related Mortgagors and their respective affiliates, in the light of the circumstances
under which they were made, not misleading and (b) the Seller Information (as defined in the Indemnification Agreement) in the
Prospectus Supplement appears to be appropriately responsive in all material respects to the applicable requirements of Regulation
AB.


 


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


 


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


 


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


 


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


 


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


 






    	-19-



    	 



    

 


expenses in connection with any determination of the eligibility of the Certificates for investment by institutional
investors in any jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of
counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering
the Registration Statement (as such term is defined in the Indemnification Agreement), Prospectus, Primary Free Writing Prospectus,
Prospectus Supplement, Preliminary Offering Circular and Final Offering Circular and the reproducing and delivery of this Agreement
and the furnishing to the Underwriters of such copies of the Registration Statement, Prospectus, Primary Free Writing Prospectus,
Prospectus Supplement, Preliminary Offering Circular, Final Offering Circular and this Agreement as the Underwriters may reasonably
request; (viii) the fees of the rating agency or agencies requested to rate the Certificates; (ix) the reasonable fees and
expenses of Orrick, Herrington & Sutcliffe LLP as counsel to the Depositor; and (x) the reasonable fees and expenses of Mayer
Brown LLP, as counsel to the Underwriters and the Initial Purchasers.


 


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


 


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


 


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


 


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


 


SECTION 14     Submission to Jurisdiction.
EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK
COUNTY AND THE FEDERAL COURTS OF


 






    	-20-



    	 



    

 


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


 


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


 


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


 


SECTION 17     Notices. All communications
hereunder shall be in writing and effective only upon receipt and (i) if sent to the Purchaser, will be mailed, hand delivered,
couriered or sent by fax transmission or electronic mail and confirmed to it at Citigroup Commercial Mortgage Securities Inc.,
390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of Paul Vanderslice, fax number (212) 723-8599, and
390 Greenwich Street, 7th Floor, New York, New York 10013, to the attention of Richard Simpson, fax number (646) 328-2943, and
388 Greenwich Street, 17th Floor, New York, New York 10013, to the attention of Ryan M. O’Connor, fax number (646) 862-8988,
and with an electronic copy emailed to Richard Simpson at richard.simpson@citi.com and to Ryan M. O’Connor at ryan.m.oconnor@citi.com,
(ii) if sent to the Seller, will be mailed, hand delivered, couriered or sent by fax transmission or electronic mail and confirmed
to it at Citigroup Global Markets Realty Corp., 390 Greenwich Street, 5th Floor, New York, New York 10013, to the attention of
Paul Vanderslice, fax number (212) 723-8599, and Citigroup Global Markets Realty Corp., 390 Greenwich Street, 7th Floor, New York,
New York 10013, to the attention of Richard Simpson, fax number (646) 328-2943, and 388 Greenwich Street, 17th Floor, New York,
New York 10013, to the attention of Ryan M. O’Connor, fax number (646) 862-8988, and with an electronic copy emailed to Richard
Simpson at richard.simpson@citi.com and to Ryan M.


 






    	-21-



    	 



    

 


 O’Connor at ryan.m.oconnor@citi.com, and (iii) in the case of any
of the preceding parties, such other address as may hereafter be furnished to the other party in writing by such parties.


 


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


 


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


 


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


 


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


 


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


 


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


 


* * * * * *






    	-22-



    	 



    




 


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





	 	 	 	 
	 	CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
	 	 	 
	 	By:	 	/s/ Paul T. Vanderslice
	 	 	Name: Paul T. Vanderslice
	 	 	Title: President
	 	 	 
	 	CITIGROUP GLOBAL MARKETS REALTY CORP.
	 	 	 
	 	By:	 	  /s/ Paul T. Vanderslice
	 	 	Name: Paul T. Vanderslice
	 	 	Title: Authorized Signatory and Vice President







  



     


     


    




 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 






    	A-1



    	 



    

 







	CGCMT
    2015-GC35 Mortgage Loan Schedule - CGMRC










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	Remaining	 	 	 	Remaining
	Control	 	 	 	Loan	 	 	 	 	 	 	 	 	 	 	 	Cut-Off
    Date	 	Mortgage	 	Term
    To	 	 	 	Amortization
    Term
	Number	 	Footnotes	 	Number	 	Property
    Name	 	Address	 	City	 	State	 	Zip
    Code	 	Balance
    ($)	 	Rate	 	Maturity
    Date	 	Maturity
    Date	 	(Mos.)
	6	 	(4)	 	10610	 	Harbor
    Pointe Apartments	 	302
    Constitution Avenue	 	Bayonne	 	New
    Jersey	 	07002	 	60,000,000.00	 	4.76000%	 	119	 	11/6/2025	 	0
	7	 	(5)	 	8788	 	Illinois
    Center	 	 	 	 	 	 	 	 	 	60,000,000.00	 	4.49500%	 	116	 	8/6/2025	 	360
	7.01	 	 	 	10576	 	111
    East Wacker Drive	 	111
    East Wacker Drive	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	10631	 	233
    North Michigan Avenue	 	233
    North Michigan Avenue	 	Chicago	 	Illinois	 	60601	 	 	 	 	 	 	 	 	 	 
	8	 	(6)	 	8633	 	750
    Lexington Avenue	 	750
    Lexington Avenue	 	New
    York	 	New
    York	 	10022	 	45,500,000.00	 	4.55000%	 	118	 	10/6/2025	 	360
	9	 	(7)	 	10558	 	Anchorage
    Marriott Downtown	 	820
    West 7th Avenue	 	Anchorage	 	Alaska	 	99501	 	37,926,517.50	 	4.67000%	 	119	 	11/6/2025	 	359
	11	 	(9)	 	10602	 	JW
    Marriott Santa Monica Le Merigot	 	1740
    Ocean Avenue	 	Santa
    Monica	 	California	 	90401	 	31,162,303.23	 	4.97000%	 	59	 	11/6/2020	 	359
	12	 	 	 	10682	 	Wilshire
    Catalina	 	3325
    Wilshire Boulevard	 	Los
    Angeles	 	California	 	90010	 	27,000,000.00	 	4.44000%	 	59	 	11/6/2020	 	360
	13	 	 	 	10713	 	Chandler
    Forum	 	1975
    South Price Road	 	Chandler	 	Arizona	 	85286	 	23,700,000.00	 	4.86000%	 	119	 	11/6/2025	 	360
	14	 	 	 	10632	 	Commerce
    Center	 	2201-2241
    Route 1	 	North
    Brunswick	 	New
    Jersey	 	08902	 	21,300,000.00	 	4.59000%	 	119	 	11/6/2025	 	360
	18	 	 	 	10851	 	Iron
    Guard Storage Portfolio TX-AL	 	 	 	 	 	 	 	 	 	18,550,000.00	 	4.63000%	 	59	 	11/6/2020	 	360
	18.01	 	 	 	10851-1	 	Iron
    Guard Storage Tomball	 	16920
    FM 2920 Road	 	Tomball
    	 	Texas	 	77377	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	10851-2	 	Iron
    Guard Storage Del Valle	 	4405
    Highway 71 East	 	Del
    Valle	 	Texas	 	78617	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	10851-3	 	Iron
    Guard Storage Montgomery	 	4176
    and 4141 Troy Highway	 	Montgomery	 	Alabama	 	36116	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	10851-4	 	Iron
    Guard Storage Canyon	 	5622
    FM 2673	 	Canyon
    Lake	 	Texas	 	78133	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	10851-5	 	Iron
    Guard Storage Conroe	 	4215
    North Frazier Street	 	Conroe	 	Texas	 	77303	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	10851-6	 	Iron
    Guard Storage Donna	 	1015
    West Expressway 83	 	Donna	 	Texas	 	78537	 	 	 	 	 	 	 	 	 	 
	21	 	 	 	10742	 	The
    Grove at San Angelo	 	4225
    South Jackson Street	 	San
    Angelo	 	Texas	 	76903	 	12,025,000.00	 	4.69000%	 	118	 	10/6/2025	 	360
	22	 	 	 	 	 	411
    East Franklin Street	 	411
    East Franklin Street	 	Richmond	 	Virginia	 	23219	 	11,173,245.52	 	4.75000%	 	118	 	10/1/2025	 	358
	24	 	 	 	 	 	Green
    Bay Packing Facility	 	1725
    Morrow Street, 1710-1750 Morrow Street and 145 North Henry Street	 	Green
    Bay	 	Wisconsin	 	54302	 	10,613,924.38	 	4.70000%	 	118	 	10/1/2025	 	298
	26	 	 	 	10764	 	Courtyard
    Marriott Lynchburg	 	4640
    Murray Place	 	Lynchburg	 	Virginia	 	24502	 	8,634,003.25	 	4.69000%	 	119	 	11/6/2025	 	359
	27	 	 	 	8949	 	Kensington
    Park & Dean Lakes	 	 	 	 	 	 	 	 	 	6,775,000.00	 	4.74000%	 	119	 	11/6/2025	 	360
	27.01	 	 	 	10729	 	Kensington
    Park	 	7610-7644
    Lyndale Avenue South	 	Richfield	 	Minnesota	 	55423	 	 	 	 	 	 	 	 	 	 
	27.02	 	 	 	10749	 	Dean
    Lakes	 	4041-4061
    Dean Lakes Boulevard	 	Shakopee	 	Minnesota	 	55379	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	 	 	76
    Stirling Road	 	76
    Stirling Road	 	Warren	 	New
    Jersey	 	07059	 	6,173,464.68	 	5.29900%	 	56	 	8/1/2020	 	356
	30	 	 	 	 	 	Independence
    Village	 	4700
    South Virginia Street, Suite 303	 	Amarillo	 	Texas	 	79109	 	6,000,000.00	 	4.54000%	 	118	 	10/1/2025	 	0
	34	 	 	 	10477	 	White
    Oak Professional Center	 	1575-1635
    Highway 34 East	 	Newnan	 	Georgia	 	30265	 	5,686,244.01	 	4.70000%	 	118	 	10/6/2025	 	358
	35	 	 	 	10694	 	Collegian
    Ann Arbor Office	 	333
    Maynard Street	 	Ann
    Arbor	 	Michigan	 	48104	 	5,450,000.00	 	4.72000%	 	119	 	11/6/2025	 	360
	36	 	 	 	 	 	Terrace
    Heights Apartments	 	2760
    University Avenue	 	Morgantown
    	 	West
    Virginia	 	26505	 	4,544,327.73	 	4.80000%	 	119	 	11/1/2025	 	359
	38	 	 	 	10603	 	Rite
    Aid Allentown	 	6822
    Hamilton Boulevard	 	Allentown	 	Pennsylvania	 	18106	 	4,000,000.00	 	4.56000%	 	119	 	11/6/2025	 	360
	39	 	 	 	10679	 	Commons
    at Kings Crossing	 	2714
    West Lake Houston Parkway	 	Humble	 	Texas	 	77339	 	3,975,000.00	 	4.62000%	 	119	 	11/6/2025	 	360
	41	 	 	 	 	 	Elon
    Town Center	 	130
    North Williamson Avenue	 	Elon	 	North
    Carolina	 	27244	 	3,820,446.41	 	5.05000%	 	119	 	11/1/2025	 	359
	45	 	 	 	10711	 	835
    Barrett Parkway	 	835
    Barrett Parkway	 	Kennesaw	 	Georgia	 	30144	 	3,300,000.00	 	4.52000%	 	119	 	11/6/2025	 	360
	46	 	 	 	 	 	Tractor
    Supply (Chandler)	 	25606
    South Arizona Avenue	 	Chandler	 	Arizona	 	85248	 	3,200,000.00	 	4.68000%	 	119	 	11/1/2025	 	360
	47	 	 	 	 	 	Baker’s
    Landing Apartments	 	1607
    Van Voorhis Road	 	Morgantown
    	 	West
    Virginia	 	26508	 	3,171,030.96	 	4.78500%	 	119	 	11/1/2025	 	359
	48	 	 	 	 	 	Cypress
    Mill Plaza	 	17400
    Spring Cypress Road	 	Cypress	 	Texas	 	77429	 	2,846,531.03	 	4.93000%	 	119	 	11/1/2025	 	359
	50	 	 	 	10690	 	Dutch
    Village 	 	2531
    East Lyon Station Road	 	Creedmoor	 	North
    Carolina	 	27522	 	2,775,000.00	 	4.63000%	 	119	 	11/6/2025	 	360
	51	 	 	 	 	 	Walgreens-Mesa	 	2811
    East Broadway Road	 	Mesa	 	Arizona	 	85204	 	2,700,000.00	 	4.80500%	 	118	 	10/1/2025	 	360
	56	 	 	 	 	 	Sunrise
    Plaza	 	1820
    58th Avenue	 	Vero
    Beach	 	Florida	 	32966	 	2,322,303.16	 	5.19000%	 	119	 	11/1/2025	 	359
	58	 	 	 	10788	 	Fairfield
    Bank	 	850
    East Main Street, Unit C-1	 	Stamford	 	Connecticut	 	06902	 	1,997,492.93	 	4.77000%	 	119	 	11/6/2025	 	359


 







    	 



    	 



    

 


CGCMT
2015-GC35 Mortgage Loan Schedule - CGMRC 


		 	 	 	 	 	 	 	 	 	Serviced
    Companion Loan	 	 	 	Serviced
    Companion Loan	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Crossed
    With	 	 	 	 	 	 	 	 	 	 	 	 	 	Remaining	 	Serviced
    Companion Loan	 	Remaining	 	Serviced
    Companion Loan	 
	Control	 	 	 	Loan	 	 	 	Servicing	 	Subservicing	 	Mortgage
    	 	Other
    Loans	 	ARD	 	Final	 	ARD	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan	 	Serviced
    Companion Loan	 	Term
    To	 	Maturity	 	Amortization
    Term	 	Servicing	 
	Number	 	Footnotes	 	Number	 	Property
    Name	 	Fee
    Rate (%)	 	Fee
    Rate (%)	 	Loan
    Seller	 	(Crossed
    Group)	 	(Yes/No)	 	Maturity
    Date	 	Revised
    Rate	 	Flag	 	Cut-off
    Balance	 	Interest
    Rate	 	Maturity	 	Date	 	(Mos.)	 	Fees	 
	6	 	(4)	 	10610	 	Harbor
    Pointe Apartments	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	Yes	 	50,000,000.00	 	4.76000%	 	119	 	11/6/2025	 	0	 	0.00250%	 
	7	 	(5)	 	8788	 	Illinois
    Center	 	0.00250%	 	0.0025%	 	CGMRC	 	NAP	 	No	 	8/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.01	 	 	 	10576	 	111
    East Wacker Drive	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.02	 	 	 	10631	 	233
    North Michigan Avenue	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8	 	(6)	 	8633	 	750
    Lexington Avenue	 	0.00250%	 	0.0025%	 	CGMRC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	 	(7)	 	10558	 	Anchorage
    Marriott Downtown	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	Yes	 	37,926,517.50	 	4.67000%	 	119	 	11/6/2025	 	359	 	0.00250%	 
	11	 	(9)	 	10602	 	JW
    Marriott Santa Monica Le Merigot	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2020	 	 	 	Yes	 	31,162,303.23	 	4.97000%	 	59	 	11/6/2020	 	359	 	0.00250%	 
	12	 	 	 	10682	 	Wilshire
    Catalina	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13	 	 	 	10713	 	Chandler
    Forum	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14	 	 	 	10632	 	Commerce
    Center	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18	 	 	 	10851	 	Iron
    Guard Storage Portfolio TX-AL	 	0.00500%	 	0.0300%	 	CGMRC	 	NAP	 	No	 	11/6/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.01	 	 	 	10851-1	 	Iron
    Guard Storage Tomball	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.02	 	 	 	10851-2	 	Iron
    Guard Storage Del Valle	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.03	 	 	 	10851-3	 	Iron
    Guard Storage Montgomery	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.04	 	 	 	10851-4	 	Iron
    Guard Storage Canyon	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.05	 	 	 	10851-5	 	Iron
    Guard Storage Conroe	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.06	 	 	 	10851-6	 	Iron
    Guard Storage Donna	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21	 	 	 	10742	 	The
    Grove at San Angelo	 	0.00250%	 	0.0500%	 	CGMRC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	 	 	 	 	 	411
    East Franklin Street	 	0.00500%	 	0.0000%	 	RAIT	 	NAP	 	No	 	10/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24	 	 	 	 	 	Green
    Bay Packing Facility	 	0.00500%	 	0.0000%	 	RAIT	 	NAP	 	No	 	10/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26	 	 	 	10764	 	Courtyard
    Marriott Lynchburg	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27	 	 	 	8949	 	Kensington
    Park & Dean Lakes	 	0.00250%	 	0.0500%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.01	 	 	 	10729	 	Kensington
    Park	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.02	 	 	 	10749	 	Dean
    Lakes	 	 	 	 	 	CGMRC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28	 	 	 	 	 	76
    Stirling Road	 	0.0050%	 	0.0000%	 	RAIT	 	NAP	 	No	 	8/1/2020	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30	 	 	 	 	 	Independence
    Village	 	0.0050%	 	0.0000%	 	RAIT	 	NAP	 	No	 	10/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34	 	 	 	10477	 	White
    Oak Professional Center	 	0.00250%	 	0.0500%	 	CGMRC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35	 	 	 	10694	 	Collegian
    Ann Arbor Office	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36	 	 	 	 	 	Terrace
    Heights Apartments	 	0.00250%	 	0.0800%	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38	 	 	 	10603	 	Rite
    Aid Allentown	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39	 	 	 	10679	 	Commons
    at Kings Crossing	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41	 	 	 	 	 	Elon
    Town Center	 	0.00250%	 	0.0600%	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45	 	 	 	10711	 	835
    Barrett Parkway	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46	 	 	 	 	 	Tractor
    Supply (Chandler)	 	0.00500%	 	0.0000%	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47	 	 	 	 	 	Baker’s
    Landing Apartments	 	0.00250%	 	0.0600%	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48	 	 	 	 	 	Cypress
    Mill Plaza	 	0.00500%	 	0.0000%	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50	 	 	 	10690	 	Dutch
    Village 	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51	 	 	 	 	 	Walgreens-Mesa	 	0.00500%	 	0.0000%	 	RAIT	 	NAP	 	No	 	10/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56	 	 	 	 	 	Sunrise
    Plaza	 	0.00500%	 	0.0000%	 	RAIT	 	NAP	 	No	 	11/1/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	58	 	 	 	10788	 	Fairfield
    Bank	 	0.00500%	 	0.0000%	 	CGMRC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	(4)	 	The
    Cut-off Date Balance of $60,000,000 represents the note A-1 of a $110,000,000 loan combination evidenced by two pari passu
    notes. The companion loan, evidenced by note A-2 has a principal balance of $50,000,000 as of the Cut-off Date and is expected
    to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten
    NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate Cut-off Date Balance of $110,000,000.
	(5)	 	The
    Cut-off Date Balance of $60,000,000 represents the note A-3 of a $260,000,000 loan combination evidenced by three pari passu
    notes. The companion loans, evidenced by note A-1 and note A-2, have an aggregate principal balance of $200,000,000. The controlling
    A-1 note ($100,000,000) was contributed to the CGCMT 2015-GC33 transaction and the non-controlling A-2 note ($100,000,000)
    was contributed to the GSMS 2015-GC34 transaction.  Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten
    NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate Cut-off Date Balance of $260,000,000.
	(6)	 	The
    Cut-off Date Balance of $45,500,000 represents the note A-2 of a $130,000,000 loan combination evidenced by two pari passu
    notes. The companion loan, evidenced by the controlling note A-1 has a principal balance of $84,500,000 as of the Cut-off
    Date and was contributed to the GSMS 2015-GC34 transaction. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF
    DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate Cut-off Date Balance of $130,000,000.
	(7)	 	The
    Cut-off Date Balance of $37,926,518 represents the note A-1 of a $75,950,000 loan combination evidenced by two pari passu
    notes. The companion loan, evidenced by note A-2 has a principal balance of $37,926,518 as of the Cut-off Date and is expected
    to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten
    NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate Cut-off Date Balance of $75,853,035.
	(9)	 	The
    Cut-off Date Balance of $31,162,303 represents the note A-1 of a $62,400,000 loan combination evidenced by two pari passu
    notes. The companion loan, evidenced by note A-2 has a principal balance of $31,162,303 as of the Cut-off Date and is expected
    to be contributed to one or more future securitization transactions. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten
    NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations
    are based on the aggregate Cut-off Date Balance of $62,324,606.


 








    	 



    	 



    



 


 


EXHIBIT B



MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


  


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



 


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



 


Except as set
forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to
the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without
limitation, any such valid offset, defense, counterclaim or right based


 






     B-1


     


    

 


on intentional fraud by the Seller in connection with the
origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage
Note, Mortgage or other Loan Documents.


 


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



 


		(4)	Mortgage Status; Waivers and Modifications. Since origination and except by written instruments
set forth in the related Mortgage File (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related
Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect
which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any
portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security
intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither
the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan.



 


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



 






     B-2


     


    

 


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



 


		(7)	Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage
Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted
with another Mortgage Loan, there are no subordinate mortgages or junior liens securing the payment of money encumbering the related
Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s
liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing).
Except as set forth on Exhibit B-30-1, the Seller has no knowledge of any mezzanine debt secured directly by interests in
the related Mortgagor.



 


		(8)	Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment
of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and
the Title Exceptions, each related 



 






     B-3


     


    

 


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



 


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



 


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



 


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


 


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



 






     B-4


     


    

 


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



 


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



 


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



 


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



 


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



 


		(16)	Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage
to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special
cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting
the requirements of the related Loan Documents and having a claims-paying or financial strength rating of at least “A-:VIII”
from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from
Standard & Poor’s Ratings Services (collectively the



  






     B-5


     


    

 


			“Insurance Rating Requirements”),
in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage
Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
provisions with respect to the related Mortgaged Property.



 


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


 


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


 


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


 


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


 


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


 






     B-6


     


    

 


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


 


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


 


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



 


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



 






     B-7


     


    

 


			or current use of such Mortgaged
Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach
onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current
use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach
upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current
use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.



 


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



 


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



 


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



 






     B-8


     


    

 


		(22)	Authorized to do Business. To the extent required under applicable law, as of the Cut-Off
Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire
and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure
to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.



 


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



 


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



 


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



 


		(26)	Recourse Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage
Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from
the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that
are not de minimis) in any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation
pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor or 



 






     B-9


     


    

 


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



 





		(27)	Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide
for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied
by principal repayment, of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated
loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon
payment in full of such Mortgage Loan, (c) upon a Defeasance defined in (32) below, (d) releases of out-parcels that are unimproved
or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged
Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are
not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant
to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect to any partial
release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant
modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would
not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral
on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause
(x). For purposes of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market
value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that
is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage
Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or related Loan Combination)
outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required
by the REMIC Provisions.



 






     B-10


     


    

 


With respect
to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010, the Mortgagor
can be required to pay down the principal balance of the Mortgage Loan in an amount not less than the amount required by the REMIC
Provisions and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released
to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but
taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property
(reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal
balance of the Mortgage Loan (or related Loan Combination).


 


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


 


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



 


		(29)	Acts of Terrorism Exclusion.
With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption
policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined
in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007, and
as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”),
from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other
Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the
Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the Seller’s knowledge,
do not, as of the Cut-Off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage
is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents
do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages
related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided
that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance,
but in such event the Mortgagor



 






     B-11


     


    

 


			shall not be required to spend
more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism
Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the
Terrorism Cap Amount. The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of
the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss
insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components
of such casualty and business interruption/rental loss insurance).



 


		(30)	Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage
Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance
of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably
withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent
of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on
the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or
obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers
by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater
than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family
and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the
related Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers
to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Loan Documents or
a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers
of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters
of paragraphs (27) and (32) of this Exhibit B or the exceptions thereto set forth on Exhibit C, or (vii) as
set forth on Exhibit B-30-1 by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan,
or future permitted mezzanine debt as set forth on Exhibit B-30-2 or (b) the related Mortgaged Property is encumbered with
a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage
Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money
security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as
set forth on Exhibit B-30-3 or (iv) Permitted Encumbrances. The Mortgage or other Loan Documents provide that to the
extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor
is responsible for such payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative
to such transfer or encumbrance.



 


		(31)	Single-Purpose Entity. Each
Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both
the Loan



 






     B-12


     


    

 


			Documents and the organizational documents
of the Mortgagor with respect to each Mortgage Loan with a Cut-Off Date Principal Balance in excess of $5 million provide that
the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-Off Date Principal Balance of $20 million or more
has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity”
shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-Off Date Principal
Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the
effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties
securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties,
and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to
the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property
or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that
it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a
Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as
a legal entity, separate and apart from any other person or entity.



 


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



 






     B-13


     


    

 


			precedent thereto) and all other reasonable
out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.



 


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



 


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



 


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


 


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



 


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



 


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



 






     B-14


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 






     B-15


     


    

 


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



 


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



 


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



 


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



 


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



 


		(38)	Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Seller’s
knowledge as of the Cut-Off Date, neither the Mortgaged Property (other than 



 






     B-16


     


    

 


			any tenants of such Mortgaged Property),
nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor
in state or federal bankruptcy, insolvency or similar proceeding.



 


		(39)	Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified
copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage
Loan (or related Loan Combination, as applicable), the Mortgagor is an entity organized under the laws of a state of the United
States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is
cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another
Mortgagor under another Mortgage Loan.



 


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



 






     B-17


     


    

 


			Condition (as such term is defined
in ASTM E1527-05 or its successor) at the related Mortgaged Property.



 


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



 


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



 


		(43)	Cross-Collateralization. Except with respect to a Mortgage Loan that is part of a Loan Combination,
no Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool, except
as set forth on Exhibit B-30-3.



 


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



 


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



 


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


 






     B-18


     


    

 


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


 






     B-19


     


    







 


 Exhibit
B-30-1



List of Mortgage Loans with Current Mezzanine Debt





 


		1.	JW Marriott Santa Monica Le Merigot (Loan No. 11)



 






    	B-30-1-1



    	 



    

 


Exhibit B-30-2



List of Mortgage Loans with Permitted Mezzanine Debt





 


		1.	Commerce Center (Loan No. 14)



 






    	B-30-2-1



    	 



    




 


Exhibit B-30-3



List of Cross-Collateralized and Cross-Defaulted Mortgage Loans


 


[None.]


 






    	B-30-3-1



    	 



    

 


EXHIBIT C



EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


  


	Representation	Mortgage
    Loan	Description
    of Exception
	(6)   Permitted
    Liens;

    Title Insurance	Green Bay Packing
    Facility

    (Loan No. 25)	The sole tenant, Versacold
    USA, Inc. (“Versacold”) has a right of first offer (the “Versacold ROFO”) pursuant to
    its lease to purchase the Mortgaged Property if the Mortgagor desires to sell the Mortgaged Property. Versacold has entered
    into a subordination, non-disturbance and attornment agreement in favor of lender, providing, among other things, that the
    Versacold ROFO does not apply to a foreclosure or a deed in lieu of foreclosure, nor does the Versacold ROFO apply to the
    first subsequent transfer of the Mortgaged Property following such enforcement action, so long as such transfer is to an affiliate
    of lender or the foreclosing party.
	(6)   Permitted
    Liens;

    Title Insurance	Tractor Supply (Chandler)

    (Loan No. 47)	The sole tenant, Tractor
    Supply Company (“TSC”) has a right of first refusal (the “TSC ROFR”) pursuant to its
    lease to purchase the Mortgaged Property if the Mortgagor receives a bona fide offer from a third party to purchase the Mortgaged
    Property. TSC has entered into a subordination, non-disturbance and attornment agreement in favor of the lender, providing,
    among other things, that the TSC ROFR is subject and subordinate to the Mortgage. 
	(6)   Permitted
    Liens;

    Title Insurance	Walgreens –
    Mesa

    (Loan No. 52)	The sole tenant, Walgreen
    Arizona Drug Co. (“Walgreens”) has a right of first refusal (the “Walgreens ROFR”) pursuant
    to its lease to purchase the Mortgaged Property if the Mortgagor receives a bona fide offer from a third party to purchase
    the Mortgaged Property. Walgreens has entered into a subordination, non-disturbance and attornment agreement in favor of the
    lender, providing, among other things, that the Walgreens ROFR does not apply to a purchaser in foreclosure, a deed in lieu
    of foreclosure or any enforcement action under the Mortgage Loan documents.



 






     C-1


     


    

 


	Representation	Mortgage Loan	Description of
    Exception
	(12)
    Condemnation	Commerce
    Center

    (Loan No. 14)	The Mortgagor
    is aware of potential future condemnations potentially impacting access to portions of the Mortgaged Property, potential takings
    of a portion of the parking areas at the related Mortgaged Property and potential takings of portions of the related Mortgaged
    Property for the construction of a roadway overpass. At origination, the Mortgagor represented that it has had discussions
    with the relevant municipality regarding the potential takings and to its knowledge, (A) the above described potential takings
    are not projected to occur prior to 2030, (B) the aforementioned roadway overpass is for pedestrian access only and (C) the
    above described potential takings are not projected to (I) involve more than 10% of the above described parking areas or any
    other material portion of the Mortgaged Property, (II) materially and adversely impact access to any portion of the Mortgaged
    Property or (III) otherwise have a material adverse effect on the business, profits, prospects, management, operations or
    condition (financial or otherwise) of the Mortgagor, related sponsor or the Mortgaged Property or any portion thereof. Any
    consummation of the potential takings without the lender’s consent is an event of default under the related Mortgage
    Loan documents. The Mortgage Loan is recourse to the Mortgagor and related guarantor for (A) losses in connection with (I)
    any breach of the representations described above and (II) the above described potential takings, the actual and/or threatened
    consummation thereof and/or any other items or matters related thereto and (B) the full amount of the debt in the event that
    any above described potential taking is consummated without the lender’s written consent. Under the related Mortgage
    Loan documents, the lender has the option of using any condemnation proceeds to pay down the debt in the event that, among
    other things, an event of default exists under the Mortgage Loan documents, the applicable condemnation materially impairs
    existing access to the Mortgaged Property, any major tenant terminates its lease in connection with the applicable condemnation
    or the lender fails to be satisfied that, following any related restoration, fair market value and cash flow of the Mortgaged
    Property will not be less than the fair market value and cash flow of the Mortgaged Property that existed prior to the applicable
    condemnation.
	(16)Insurance	750 Lexington Avenue

    (Loan No. 8)	Subject to the Mortgagor’s
    satisfaction of certain conditions, the Mortgage Loan Documents permit proceeds in respect to a property loss under $6,500,000
    to be disbursed to the Mortgagor for restoration of the Mortgaged Property.
	(16)Insurance	Rite Aid Allentown

    (Loan No. 39)	The primary layer
    of $2,500,000 property insurance covering the Mortgaged Property is supplied by a provider meeting the Insurance Rating Requirements.
    The second layer of $2,500,000 property insurance covering the Mortgaged Property is provided by a syndicate of insurance
    companies. One provider in the syndicate, providing 2.5% of the second $2,500,000 of coverage, is not rated by A.M. Best Company.



 






     C-2


     


    

 


 


	Representation	Mortgage Loan	Description of
    Exception
	(17) Access;
    Utilities; Separate Tax Lots	Tractor
    Supply (Chandler)

    (Loan No. 47)	The Mortgaged
    Property was formerly a part of a larger property which shared a tax parcel. The Mortgaged Property has been divided into
    two separate tax parcels, however, the Mortgaged Property will not be recognized as a separate tax parcel until January 2016.
	(24) Local Law
    Compliance	Baker’s Landing
    Apartments

    (Loan No. 48)	Pursuant to the zoning
    consultant’s report, the Mortgaged Property is legal non-conforming as to use. According to the local zoning administrator
    for the City of Morgantown, West Virginia, upon a whole or partial casualty, if the Mortgagor restores the property within
    12 months of such casualty and has no greater coverage and contains no greater content (measured in cubic feet) than before
    such casualty, then the Mortgaged Property can continue to be used for the current legal nonconforming use. The loan agreement
    requires the Mortgagor to preserve the Mortgaged Property’s legal non-conforming status, including to restore the Mortgaged
    Property following a casualty within the time periods required under the applicable zoning code. In addition, the lender required
    a non-recourse carve-out for any losses that lender may suffer as a result of the Mortgaged Property’s status as legal
    non-conforming under the applicable zoning code due to use. 
	(24) Local Law
    Compliance	Wilshire Catalina

    (Loan No. 12)	The Mortgagor has
    entered into a parking agreement to use spaces at an affiliate site to satisfy a 55-space parking deficiency at the Mortgaged
    Property. The relevant governmental authority’s approval that the parking agreement satisfies the deficiency is pending.
    
	(26) Recourse Obligations	Illinois Center

    (Loan No. 7)	The
Mortgage Loan Documents for the related Mortgage Loan provide that the Mortgage Loan becomes full recourse to the Mortgagor and
guarantor in the event of any transfer of the Mortgaged Property or any equity interests in the Mortgagor that violates the transfer
provisions contained in the Mortgage Loan Documents and is either material or deliberate. Further, the related Mortgage Loan Documents
provide that the Mortgage Loan becomes recourse to the Mortgagor and the guarantor for any losses incurred by the lender in the
event of any breach of the transfer provisions of the related Mortgage Loan Documents unless (i) such breach was inadvertent and
immaterial, (ii) the related Mortgagor cures such breach within 30 days of receipt of notice thereof and provides the related
lender notice of the breach, and (iii) upon the related lender’s request, the related Mortgagor provides a new non-consolidation
opinion or opinion that the breach does not impair the existing non-consolidation opinion. 

         

	(26) Recourse
    Obligations	Chandler Forum

    (Loan No. 13)	The Mortgage Loan
    is full recourse to the Mortgagor and guarantor in the event of (i) a voluntary sale or mortgage of the land or a material
    part of the improvements of the Mortgaged Property in violation of the Loan Documents and (ii) a sale, pledge or encumbrance
    of the equity interests in the Mortgagor made in violation of the Mortgage Loan Documents that has a material adverse effect
    on the Mortgage Loan or the Mortgaged Property. 



 






     C-3


     


    

 


	Representation	Mortgage Loan	 Description
    of Exception
	(28) Financial
    Reporting and Rent Rolls	Anchorage Marriott Downtown

        (Loan No. 9)

         

        JW Marriott Santa Monica
        Le Merigot

        (Loan No. 11)

         
	The related
    Mortgage Loan documents require the Mortgagor to provide monthly, not quarterly, operating statements. 
	(34) Ground Leases	750 Lexington Avenue

    (Loan No. 8)	(g) Under the related
    ground lease, no event of default is effective unless any notice to the ground lessee required to effectuate the event of
    default under the ground lease was given contemporaneously to the Mortgagee. The ground lease does not specifically provide
    that no notice of an event of default is effective without such notice being given to the Mortgagee.
	(39) Organization
    of Mortgagor	Anchorage Marriott Downtown

        (Loan No. 9)

         

        JW Marriott Santa Monica
        Le Merigot

        (Loan No. 11)

         
	The related Mortgagors
    are affiliates. 
	(39) Organization
    of Mortgagor	Rite Aid Allentown

        (Loan No. 39)

         

        Fairfield Bank

        (Loan No. 59)

         
	The related Mortgagors
    are affiliates. 
	(39) Organization
    of Mortgagor	Terrace Heights Apartments

        (Loan No. 37)

         

        Baker’s Landing
Apartments

(Loan No. 48) 
	The related Mortgagors
    are affiliates. 



 






     C-4


     


    




 


EXHIBIT D



FORM OF CERTIFICATE


 


Citigroup Global Markets
Realty Corp. (“Seller”) hereby certifies as follows:


 


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



 


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



 


		3.	Neither the Prospectus, dated November 13, 2015 (the “Base Prospectus”), as
supplemented by the Prospectus Supplement, dated November 24, 2015 (the “Prospectus Supplement” and, collectively
with the Base Prospectus, the “Prospectus”), relating to the offering of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class PEZ, Class C, Class
D and Class X-D Certificates, nor the Offering Circular, dated November 24, 2015 (the “Offering Circular”),
relating to the offering of the Class E, Class F, Class G, Class H and Class R Certificates, in the case of
the Prospectus, as of the date of the Prospectus Supplement or as of the date hereof, or the Offering Circular, as of the date
thereof or as of the date hereof, included or includes any untrue statement of a material fact relating to the Seller, RAIT Funding,
LLC, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan Combination (including, without limitation,
the identity of the servicers for, and the terms of the Outside Servicing Agreement (as defined in the Pooling and Servicing Agreement)
relating to, any Outside Serviced Loan Combination, and the identity of any co-originator of any Loan Combination), the related
Mortgaged Properties and the related Mortgagors and their respective affiliates or omitted or omits to state therein a material
fact relating to the Seller, RAIT Funding, LLC, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related
Loan Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside Servicing 



 



     D-1


     


    




  


			Agreement (as defined in the Pooling and Servicing Agreement) relating to, any Outside Serviced Loan
Combination, and the identity of any co-originator of any Loan Combination), the related Mortgaged Properties and the related
Mortgagors and their respective affiliates required to be stated therein or necessary in order to make the statements therein
relating to the Seller, RAIT Funding, LLC, the Mortgage Loans, any sub-servicers related to the Mortgage Loans, any related Loan
Combination (including, without limitation, the identity of the servicers for, and the terms of the Outside Servicing Agreement
(as defined in the Pooling and Servicing Agreement) relating to, any Outside Serviced Loan Combination, and the identity of any
co-originator of any Loan Combination), the related Mortgaged Properties and the related Mortgagors and their respective affiliates,
in the light of the circumstances under which they were made, not misleading.



 


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


 


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


 


[SIGNATURE APPEARS ON THE FOLLOWING PAGE]


 






     D-2


     


    

 


Certified this 8th day of December 2015.





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







 






     D-3