Exhibit 10.2


 


 





	 



 





CITIGROUP COMMERCIAL MORTGAGE SECURITIES
INC.,



PURCHASER


 


and


 


Goldman
Sachs Mortgage Company,




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 Goldman Sachs Mortgage Company, a New York limited
partnership, 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


 






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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


 






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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


 






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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


 






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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


 






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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 limited partnership, 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


 






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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;


 






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(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.


 






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(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


 






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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


 






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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


 






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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


 






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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


 






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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.


 






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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


 






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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, 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


 






    	-18-



    	 



    

 


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, 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 expenses in connection with any determination of the eligibility of the Certificates
for investment


 






    	-19-



    	 



    

 


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 THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK


 






    	-20-



    	 



    

 


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 Goldman Sachs Mortgage Company, 200 West Street, New York, New
York 10282, to the attention of Leah Nivison, fax number (212) 428-1439, e-mail: leah.nivison@gs.com, with a copy to Peter Morreale,
fax number (212) 902-3000, e-mail: peter.morreale@gs.com, and Joe Osborne, fax number (212) 291-5318, e-mail: joe.osborne@gs.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.


 






    	-21-



    	 



    

 


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
	 	 	 
	 	GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
	 	 	 
	 	By:	/s/ J. Theodore Borter
	 	 	Name: J. Theodore Borter
	 	 	Title: Authorized Signatory



 






    	 



    	 



    

 


EXHIBIT A



MORTGAGE LOAN SCHEDULE


 






    	A-1



    	 



    

 







CGCMT 2015-GC35 Mortgage Loan
Schedule - GS


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 	Remaining	 	 	 	Remaining	 	 	 	 
	Control	 	 	 	Loan	 	 	 	 	 	 	 	 	 	 	 	Cut-Off Date	 	Mortgage	 	Term To	 	 	 	Amortization Term	 	Servicing	 	Subservicing
	Number	 	Footnotes	 	Number	 	Property Name	 	Address	 	City	 	State	 	Zip Code	 	Balance ($)	 	Rate	 	Maturity Date	 	Maturity Date	 	(Mos.)	 	Fee Rate (%)	 	Fee Rate (%)
	1	 	 	 	7NWJB6	 	Paramus Park	 	700 Paramus Park	 	Paramus	 	New Jersey	 	07652	 	120,000,000.00	 	4.07350%	 	117	 	9/6/2025	 	0	 	0.00500%	 	0.0000%
	2	 	(1)	 	5XJBY6	 	590 Madison Avenue	 	590 Madison Avenue	 	New York	 	New York	 	10022	 	100,000,000.00	 	3.81500%	 	118	 	10/6/2025	 	0	 	0.00250%	 	0.0025%
	3	 	(2)	 	5XKMW5	 	South Plains Mall	 	5702 and 6002 Slide Road	 	Lubbock	 	Texas	 	79414	 	100,000,000.00	 	4.22050%	 	119	 	11/6/2025	 	0	 	0.00250%	 	0.0025%
	4	 	(3)	 	5X2942	 	Westin Boston Waterfront	 	425 Summer Street	 	Boston	 	Massachusetts	 	02210	 	79,891,906.88	 	4.35800%	 	119	 	11/6/2025	 	359	 	0.00250%	 	0.0025%
	10	 	(8)	 	7NN2T5	 	Hammons Hotel Portfolio	 	 	 	 	 	 	 	 	 	32,933,902.59	 	4.95350%	 	117	 	9/6/2025	 	357	 	0.0025%	 	0.0025%
	10.01	 	 	 	7NN2T5-1	 	Embassy Suites Concord, NC	 	5400 John Q Hammons Drive Northwest	 	Concord	 	North Carolina	 	28027	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NN2T5-2	 	Embassy Suites Murfreesboro, TN	 	1200 Conference Center Boulevard	 	Murfreesboro	 	Tennessee	 	37129	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NN2T5-3	 	Embassy Suites Norman, OK	 	2501 Conference Drive	 	Norman	 	Oklahoma	 	73069	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NN2T5-4	 	Courtyard by Marriott Dallas/Allen, TX	 	210 East Stacy Road	 	Allen	 	Texas	 	75002	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NN2T5-7	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	9495 West Coyotes Boulevard, 6633 North 95th Street, 9460 Coyotes Street and 9494 West Maryland Avenue	 	Glendale	 	Arizona	 	85305	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NN2T5-6	 	Embassy Suites Huntsville, AL	 	800 Monroe Street Southwest	 	Huntsville	 	Alabama	 	35801	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NN2T5-5	 	Residence Inn by Marriott Kansas City, MO	 	10300 North Ambassador Drive	 	Kansas City	 	Missouri	 	64153	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	5X32Z8	 	Oceaneering	 	2155 Steppingstone Square	 	Chesapeake	 	Virginia	 	23320	 	21,000,000.00	 	4.47800%	 	119	 	11/6/2025	 	0	 	0.00500%	 	0.0200%


 






    	 



    	 



    

 


CGCMT 2015-GC35 Mortgage Loan
Schedule - GS


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Serviced Companion Loan	 	 	 	Serviced Companion Loan	 	 
	 	 	 	 	 	 	 	 	 	 	Crossed With	 	 	 	 	 	 	 	 	 	 	 	 	 	Remaining	 	Serviced Companion Loan	 	Remaining	 	Serviced Companion Loan
	Control	 	 	 	Loan	 	 	 	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	 	Loan Seller	 	(Crossed Group)	 	(Yes/No)	 	Maturity Date	 	Revised Rate	 	Flag	 	Cut-off Balance	 	Interest Rate	 	Maturity	 	Date	 	(Mos.)	 	Fees
	1	 	 	 	7NWJB6	 	Paramus Park	 	GSMC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	(1)	 	5XJBY6	 	590 Madison Avenue	 	GSMC	 	NAP	 	No	 	10/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	(2)	 	5XKMW5	 	South Plains Mall	 	GSMC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4	 	(3)	 	5X2942	 	Westin Boston Waterfront	 	GSMC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10	 	(8)	 	7NN2T5	 	Hammons Hotel Portfolio	 	GSMC	 	NAP	 	No	 	9/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.01	 	 	 	7NN2T5-1	 	Embassy Suites Concord, NC	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.02	 	 	 	7NN2T5-2	 	Embassy Suites Murfreesboro, TN	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.03	 	 	 	7NN2T5-3	 	Embassy Suites Norman, OK	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.04	 	 	 	7NN2T5-4	 	Courtyard by Marriott Dallas/Allen, TX	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.05	 	 	 	7NN2T5-7	 	Renaissance by Marriott Phoenix/Glendale, AZ	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.06	 	 	 	7NN2T5-6	 	Embassy Suites Huntsville, AL	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.07	 	 	 	7NN2T5-5	 	Residence Inn by Marriott Kansas City, MO	 	GSMC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16	 	 	 	5X32Z8	 	Oceaneering	 	GSMC	 	NAP	 	No	 	11/6/2025	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


	(1)	The Cut-off Date Balance of $100,000,000 represents the non-controlling note A-3 of a $650,000,000 loan combination evidenced by three senior pari passu notes and one subordinate note B. The related companion loans are evidenced by the note A-1, the non-controlling note A-2 and the subordinate note B. Note A-1 ($169,366,000) and note B ($280,634,000 collectively, the“ 590M standalone deal”), with an aggregate outstanding principal balance of $450,000,000 as of the Cut-off Date, was contributed to the GSMS 2015-590M transaction and note A-2, with an outstanding principal balance of $100,000,000 as of the Cut-off Date, was contributed to the GSMS 2015-GS1 transaction. The 590M Standalone Note is the controlling note for the 590 Madison Loan Combination.  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 principal balance of the 590 Madison Senior Companion Loans. Based on the 590 Madison Whole Loan the Cut-off Date and Maturity Date LTV Ratios are both 43.3%, the DSCR Based on Underwritten NOI / NCF are 2.15x / 2.14x and the Debt Yield Based on Underwritten NOI / NCF are both 8.3%.
	(2)	The Cut-off Date Balance of $100,000,000 represents the non-controlling note A-2 of a $200,000,000 loan combination evidenced by three pari passu notes.  The controlling note A-1, with an outstanding principal balance as of the Cut-off Date of $70,000,000 was contributed to the GSMS 2015-GS1 transaction and the non-controlling note A-3, with an outstanding principal balance as of the Cut-off Date of $30,000,000 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 $200,000,000.
	(3)	The Cut-off Date Balance of $79,891,907 represents the non-controlling note A-2 of a $205,000,000 loan combination evidenced by three pari passu notes.  The controlling note A-1, with an aggregate principal balance as of the Cut-off Date of $69,905,419 was contributed to the GSMS 2015-GS1 transaction, and the non-controlling note A-3, with an aggregate principal balance as of the Cut-off Date of $54,925,686 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 $205,000,000.
	(8)	The Cut-off Date Balance of $32,933,903 represents the non-controlling note A-4 of a $250,800,000 loan combination evidenced by four pari passu notes. The related companion loans are respectively evidenced by the controlling note A-1 with an outstanding principal balance of $99,648,722 as of the Cut-off Date, which was contributed to the Citigroup Commercial Mortgage Trust 2015-GC33, Commercial Mortgage Pass-Through Certificates, Series 2015-GC33 (“CGCMT 2015-GC33”) transaction, a non-controlling note A-2 with an outstanding principal balance of $72,245,323 as of the Cut-off Date, which was contributed to the GS Mortgage Securities Trust 2015-GC34, Commercial Mortgage Pass-Through Certificates Series 2015-GC34 (“GSMS 2015-GC34”) and note A-3 with an outstanding principal balance of $45,091,047, which is expected to be contributed to the GSMS 2015-GS1 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 $249,918,994.


 






    	 



    	 



    

 




 


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 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 



 






    	B-7



    	 



    

 


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






 


[None.]


 






    	B-30-1-1



    	 



    

 


Exhibit B-30-2



List of Mortgage Loans with Permitted Mezzanine Debt






 


		1.	590 Madison Avenue (Loan No. 2)



 






    	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	Paramus Park

    (Loan No. 1)	Certain parcels of the Mortgaged Property that are not improved
    (except for landscaping, paving and/or utilities) are owned by the Mortgagor as a tenant-in-common with Sears and/or Macy’s;
    other than the Mortgagor, no other TIC owner is a Mortgagor under the loan documents.
	(6)   Permitted
    Liens;

    Title Insurance	Hammons Hotel Portfolio

    (Loan No. 10)	JD Holdings, L.L.C. has (i) a right of first refusal to purchase
    the Mortgaged Properties if there is a proposed bona fide sale of such Mortgaged Properties and (ii) a right to purchase the
    Mortgaged Properties upon the redemption (or other disposition) of the preferred interest of the John Q. Hammons Revocable
    Trust in Atrium Hotels, L.P. (formerly known as the John Q. Hammons Hotels, L.P.), which redemption is subject to litigation
    set forth in the exception to Representation and Warranty No. 13. Marriott International, Inc., the franchisor, has a right
    of first refusal to purchase the Renaissance Glendale, Arizona Mortgaged Property if there is a proposed transfer of such
    Mortgaged Property to a competitor.
	(6)   Permitted
    Liens;

    Title Insurance	Oceaneering

    (Loan No. 16)	Pursuant to its lease, tenant doing business as Oceaneering has
    a right of first refusal (the “ROFR”) to purchase the premises. However, pursuant to an SNDA entered into
    for the benefit of the lender, such ROFR is subordinated to the Mortgage Loan, and the ROFR will not be exercisable in connection
    with a foreclosure sale made pursuant to the lender’s mortgage, any deed in lieu of such foreclosure, and to the extent
    the lender obtains title pursuant to such foreclosure or deed in lieu and lender’s subsequent transfer thereof to a
    purchaser for value.



 






    	C-1



    	 



    

 


	Representation	Mortgage
    Loan	Description of Exception
	(13)Actions
    Concerning Mortgage Loan	Hammons Hotel Portfolio

    (Loan No. 10)	The related Mortgagors and borrower sponsor are defendants in
    a lawsuit brought by JD Holdings, L.L.C. seeking clarification of its rights of first refusal and right to cause certain borrowers
    and their affiliates to offer certain properties, including the Mortgaged Properties for sale in connection with the liquidation
    of the preferred interest owned by the John Q. Hammons Revocable Trust in Atrium Hotels, L.P. (formerly known as the John
    Q. Hammons Hotels, L.P.) as described in the exception to Representation and Warranty No. 6.

    

    In addition, the borrower sponsor is defendant in lawsuits brought by a lender arising from a $275 million line of credit
    provided to the borrower sponsor by such lender as to (a) the breach of the borrower sponsor’s net worth covenant, (b)
    the failure of the borrower sponsor to pay down the line of credit in an amount equal to a redemption or liquidation of preferred
    equity owned by the borrower sponsor, (c) the failure of the borrower sponsor to pay down the line of credit in an amount
    equal to the $20M in “cash out” proceeds received as a result of the Hammons Hotel Portfolio Mortgage Loan, and
    (d) a violation by the borrowers owning the Embassy Suites Concord, NC, Renaissance by Marriott Phoenix/Glendale, AZ, Embassy
    Suites Huntsville, AL, and Embassy Suites Murfreesboro, TN Mortgaged Properties of the “permitted indebtedness”
    covenant under the line of credit. Approximately $110,000,000 has been drawn against such line of credit.
	(14)Escrow
    Deposits	Westin Boston Waterfront

    (Loan No. 4)	In some cases, certain reserve requirements are waived for so
    long as an equivalent reserve is being maintained by the property manager.
	(16)Insurance	All Mortgage Loans Originated
        by GSMC except for Paramus Park (Loan No. 1), 590 Madison Avenue (Loan No. 2) and Hammons Hotel Portfolio (Loan No. 10)
	The threshold used in the Mortgage Loan documents, as it pertains
    to use of insurance proceeds for repair and restoration in respect of a property loss, is 5% of the original principal balance
    of the loan, instead of the then outstanding principal amount of the loan.
	(16)Insurance	Paramus Park

    (Loan No. 1)	The threshold used in the Mortgage Loan documents, as it pertains
    to use of insurance proceeds for repair and restoration in respect of a property loss, is $6,000,000, instead of 5% of the
    then outstanding principal amount of the loan.



 






    	C-2



    	 



    

 


	Representation	Mortgage
    Loan	Description of Exception
	(16)Insurance	590 Madison Avenue

    (Loan No. 2)	All policies may be issued by a syndicate of insurers through
    which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if
    there are 5 or more members of the syndicate) is with insurers having ratings of at least “A” by S&P and “A2”
    by Moody’s (or, if Moody’s does not rate such issuer, at least, “A:VIII” by AM Best) (provided that
    all such insurers are required to have ratings of not less than “BBB+” by S&P and, if such insurer is rated
    by Moody’s, “Baa1” by Moody’s). Notwithstanding the foregoing, the Mortgagor is permitted to continue
    to utilize Ironshore Specialty Insurance Company, Aspen Specialty Insurance Company and Starr Surplus Lines Insurance Company,
    under the Mortgagor’s current policies as of the origination date that are not rated with S&P (“Otherwise
    Rated Insurers”); provided that (1) the Mortgagor is required to replace the Otherwise Rated Insurers at renewal
    with insurers meeting the rating requirements set forth hereinabove, and (2) if, prior to renewal, the current A.M. Best or
    Rating Agency rating of any such Otherwise Rated Insurer is withdrawn or downgraded, the Mortgagor will be required to replace
    such Otherwise Rated Insurer with an insurer meeting the ratings requirements set forth hereinabove. In all cases, the Mortgagor
    may obtain reinsurance through a “cut-through” endorsement with respect to any insurer not meeting such rating
    requirements, from an insurance company that meets the claims-paying ability ratings above, or such higher rating as may be
    required by a Rating Agency, not to exceed “A+” by S&P and “A1” by Moody’s if such insurer
    is rated by Moody’s, in all cases acceptable to the lender and the Rating Agencies.
	(16)Insurance	Paramus Park

    (Loan No. 1)	All policies may be issued by a syndicate of insurers with (i)
    at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there
    are 5 or more members of the syndicate) by carriers having minimum claims paying ability rating of no lower than “A”
    by S&P and no lower than “A:VII” by A.M. Best and (ii) the remainder by carriers having minimum claims paying
    ability rating of no lower than “BBB” by S&P and no lower than “A:VII” by A.M. Best. Notwithstanding
    the foregoing, the Mortgagor may continue to use Ironshore Insurance Ltd. as part of its insurance syndicate that is in place
    as of the date of the origination date, provided that such insurer does not move lower in the syndicate, increase its limits
    or fail to maintain the following rating: a Moody’s rating of no lower than “Baa1”. Notwithstanding anything
    to the contrary contained herein, (a) the Mortgagor may satisfy the applicable ratings requirement by providing to the lender
    a “cut-through” endorsement or credit wrap issued by an insurer rated at least “A+” with S&P,
    in each case in form and substance acceptable to the lender and the Rating Agencies and (b) the flood hazard insurance coverage
    described in subsection (a)(ii) above made available under the applicable laws of all relevant governmental authorities may
    be with any insurance company authorized by the United States government to issue such insurance provided such flood hazard
    insurance is reinsured by the United States government.



 






    	C-3



    	 



    

 


	Representation	Mortgage
    Loan	Description of Exception
	(16)Insurance	South Plains Mall

    (Loan No. 3)	The insurance companies must have a financial rating of (i) “A-:VIII”
    or better from AM Best and (ii) “A-” or better by S&P (and “A2” or better by Moody’s); provided,
    however, that for multi-layered blanket policies, up to 20% of such coverage may be written by carriers with a rating of not
    less than “BBB” by S&P (and “Baa2” by Moody’s), so long as 100% of the primary layer of
    such multi-layered policies have carriers rated at least “A-” or better by S&P (and “A2” or better
    by Moody’s).
	(16)Insurance	Westin Boston Waterfront

    (Loan No. 4)	All policies may be issued by a syndicate of insurers through
    which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if
    there are 5 or more members of the syndicate) is with insurers having ratings of at least “A” by S&P and “A2”
    by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best) (provided that
    the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s
    (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required
    to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s
    does not rate such insurer, at least “A: VIII” by AM Best).
	(16)Insurance	Hammons Hotel Portfolio

    (Loan No. 10)	All policies may be issued by a syndicate of insurers through
    which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if
    there are 5 or more members of the syndicate) is with insurers having ratings of at least “A” by S&P and “A2”
    by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best) (provided that
    the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s
    (or, if Moody’s does not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required
    to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s
    does not rate such insurer, at least “A: VIII” by AM Best).

    

    The threshold used in the Mortgage Loan documents, as it pertains to use of insurance proceeds for repair and restoration
    in respect of a property loss at each Mortgaged Property, is 5% of the original principal balance of the allocated loan amount
    for each such Mortgaged Property, instead of the then outstanding principal amount of the loan.



 






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	Representation	Mortgage
    Loan	Description of Exception
	(16)Insurance	Oceaneering

    (Loan No. 16)	All policies may be issued by a syndicate of insurers through
    which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if
    there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage
    are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does
    not rate such insurer, at least “A: VIII” by AM Best), and all such insurers are required to have ratings of not
    less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s does not rate such insurer,
    at least “A: VIII” by AM Best).

    

    Mortgagor may rely on the insurance provided by Oceaneering Tenant for its leased premises so long as such insurance is maintained
    in compliance with the term of its lease and satisfies the other requirements set forth in the Loan Documents.
	(26)Recourse
    Obligations	590 Madison Avenue

    (Loan No. 2)	The Mortgage Loan will be recourse to the borrowing entity only;
    there will be no standard recourse provisions to the borrower sponsor.
	(26)Recourse
    Obligations	Paramus Park

    (Loan No. 1)	Prohibited transfers of the Mortgaged Property or equity interests
    in the Borrower are limited to actual damages, rather than full springing recourse.
	(26)Recourse
    Obligations	South Plains Mall

    (Loan No. 3)	To the extent that an environmental insurance policy acceptable
    to the lender covers the Mortgaged Property, the lender is required to use commercially reasonable efforts to collect under
    such policy prior to making a claim for environmental matters under the recourse carveout guaranty.
	(27)Mortgage
    Releases	Paramus Park

    (Loan No. 1)	The Mortgagor is permitted (subject to compliance with all REMIC-related
    requirements) to substitute portions of the related Mortgaged Property collateral with exchange parcels. To the extent such
    portions are income-producing, a Rating Agency Confirmation will be required.
	(30)Due
    on Sale or Encumbrance	Hammons Hotel Portfolio

    (Loan No. 10)	The Mortgage Loan documents
        permit the transfer of the related Mortgaged Properties to JD Holdings, L.L.C. in connection with the exercise of its
        right to purchase the Mortgaged Properties upon the redemption (or other disposition) of the preferred interest of the
        John Q. Hammons Revocable Trust in Atrium Hotels, L.P. (formerly known as the John Q. Hammons Hotels, L.P.), which redemption
        or disposition is subject to litigation set forth in the exception to Representation and Warranty No.13. 

	(31)Single-Purpose
    Entity	Paramus Park

    (Loan No. 1)	The single-purpose entity requirements are built into the operating
    agreement of the general partner, he only person that can act on behalf of the Mortgagor, which is a limited partner.
	(31)Single-Purpose
    Entity	Hammons Hotel Portfolio 

    (Loan No. 10)	The organizational documents for the Mortgagors identified as
    JQH-Concord Development, LLC, JQH-Glendale, AZ Development, LLC, Hammons of Huntsville, LLC and JQH-Murfreesboro Development,
    LLC do not provide that such Mortgagor is a Single-Purpose Entity.



 






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	Representation	Mortgage
    Loan	Description of Exception
	(31)Single-Purpose
    Entity	Oceaneering

    (Loan No. 16)	The Mortgage Loan has a Cut-Off Date Principal Balance of more
    than $20,000,000, and the lender has waived a counsel’s opinion regarding non-consolidation of the Mortgagor.
	(32)Defeasance	Westin Boston Waterfront

    (Loan No. 4)	Partial defeasance of the Mortgage Loan is permitted to the extent
    necessary to meet a debt yield test.
	(34)Ground
    Leases	Paramus Park

    (Loan No. 1)	(a) The ground lease does not explicitly permit the interest of
    the lessee to be encumbered by the related Mortgage Loan and a ground lease estoppel was not obtained.

    

    (b) There is no such agreement on behalf of the lessor; however, the lessee has covenanted that it will not modify the ground
    lease without lender’s consent, and damages arising from any violation of such covenant is recourse to the borrower
    sponsor.

    

    (c) The term of the ground lease extends not less than 10 years beyond the scheduled maturity date.

    

    (d) Future liens on the fee interest are not expressly subordinate to the ground lease, however, they would be by operation
    of law. As of the origination date, there is no mortgage on the fee interest.

    

    (g) Lessor has not agreed to provide such notice to the lender; however, lessee is required to provide notice of any events
    that could reasonably be expected to have an material adverse effect.

    

    (h) There is no such cure right, however, the borrower sponsor is indemnifying for all damages arising from any termination
    of the ground lease (including any zoning violations or lease defaults arising therefrom), unless, after giving effect to
    such termination, the land demised by the ground lease is not necessary to satisfy legal requirements applicable to the Mortgaged
    Property or parking requirements under any lease.

    

    (j) The ground lease does not contain any such provision; however, the ground leased land is improved only by parking.

    

    (k) The ground lease does not contain any such provision

    

    (l) The ground lease does not contain such a provision; however, borrower sponsor is indemnifying for all damages arising
    from any termination of the ground lease (including any zoning violations or lease defaults arising therefrom), unless, after
    giving effect to such termination, the land demised by the ground lease is not necessary to satisfy legal requirements applicable
    to the Mortgaged Property or parking requirements under any lease.



 






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	Representation	Mortgage
    Loan	Description of Exception
	(34)Ground
    Leases	Westin Boston Waterfront

    (Loan No. 4)	(e) An estoppel letter
        received from ground lessor expressly approves of the Trust as a qualified leasehold mortgagee. Any other assignee of
        the Mortgage Loan is required to be an institutional lender (in accordance with the terms of the Mortgage Loan documents)
        or otherwise reasonably acceptable to the ground lessor. Assignments of lessee’s interests are subject to the reasonable
        approval of the lessor and hotel management under an acceptable management agreement

	(34)Ground
    Leases	Hammons Hotel Portfolio

    (Loan No. 10)	(a) Neither the Ground Lease for the Mortgaged Property in Glendale,
    AZ nor the estoppel certificate obtained for the benefit of the Mortgagee at origination includes an express consent to the
    encumbrance of the lessee’s interest.

    

    (b), (h), (j) and (k) The Ground Lease for the Mortgaged Property in Glendale, Arizona does not include the restrictions set
    forth in these representations.

    

    (e) Neither the Ground Lease for the Mortgaged Property in Glendale, Arizona nor the estoppel certificate obtained for the
    benefit of the Mortgagee at origination includes an express consent to the assignment of the related Ground Lease to the holder
    of the Mortgage Loan. Any such assignment will be subject to the consent of the lessor at the time of assignment.

    

    (g) With respect to the Ground Lease for the Mortgaged Property in Glendale, Arizona, the estoppel certificate entered for
    the benefit of lender entitles lender to any notice delivered to the applicable Mortgagor under the Ground Lease but does
    not include a limitation that no notice of default or termination is effective against the lender unless such notice is given
    to the lender.

    

    (l) The Ground Lease for the Mortgaged Property in Glendale, Arizona does not include a right to a new lease.


 






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EXHIBIT D



FORM OF CERTIFICATE


 


Goldman Sachs Mortgage
Company (“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, 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, 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




 






    	D-1



    	 



    

 


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, 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.


 


	 	GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
	 	 	 
	 	By:	GOLDMAN SACHS REAL ESTATE
FUNDING CORP.,
	 	 	its General Partner
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






    	D-3