BBCMS Mortgage Trust 2026-5C42

EX-99.1 · MORTGAGE LOAN PURCHASE AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 24, 2026

EX-99.1
 16
 exh99_1-bcreimlpa.htm
 MORTGAGE LOAN PURCHASE AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 24, 2026

 Exhibit 99.1 

 EXECUTION VERSION 

 MORTGAGE LOAN PURCHASE AGREEMENT

 This Mortgage Loan Purchase
Agreement (this “ Agreement ”), is dated and effective as of June 24, 2026, between Barclays Capital Real Estate Inc.,
as seller (in such capacity, together with its successors and permitted assigns hereunder, the “ Mortgage Loan Seller ”
or “ Seller ”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors
and permitted assigns hereunder, the “ Purchaser ”).

 RECITALS

 The Mortgage Loan Seller
desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other
than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial,
multifamily and/or manufactured housing community mortgage loans (collectively, the “ Mortgage Loans ”) identified on
the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof,
the “ Mortgage Loan Schedule ”), which for the avoidance of doubt, with respect to the ONX Industrial Campus Mortgage
Loan, “Mortgage Loans” will refer to the promissory note(s) related to the Mortgage Loan Seller’s ownership interest
therein that is to be transferred pursuant to this Agreement (and the “ Joint Mortgage Loan ” will refer to both the
related Mortgage Loan and any other promissory note(s) contributed by other sellers).

 The Purchaser intends to
create a trust (the “ Trust ”), the primary assets of which will be a segregated pool of commercial, multifamily and/or
manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such
assets collectively, the “ Trust Fund ”) will be evidenced by a series of mortgage pass-through certificates (the “ Certificates ”).
Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “ Rating Agencies ”).
Certain classes of Certificates (the “ Registered Certificates ”) will be registered under the Securities Act of 1933,
as amended (the “ Securities Act ”), and certain classes of Certificates (the “ Non-Registered Certificates ”)
will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated and effective as of June 1, 2026 (the “ Pooling and Servicing Agreement ”), among Barclays
Commercial Mortgage Securities LLC, as depositor (the “ Depositor ”), Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer (the “ Master Servicer ”), LNR Partners, LLC, as special servicer (the “ Special
Servicer ”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ Certificate
Administrator ”), as custodian (in such capacity, the “ Custodian ”), and as trustee (in such capacity, the
“ Trustee ”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “ Operating Advisor ”)
and as asset representations reviewer (in such capacity, the “ Asset Representations Reviewer ”). Capitalized terms used
but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement (including
Schedule 4 thereto) as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the
definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b)
in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision
of the Pooling and Servicing Agreement shall be to the

  

  

 Pooling and Servicing Agreement as in full
force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of
the Trust contemporaneously with its purchase of the Mortgage Loans hereunder.

 The Purchaser intends to
sell the Registered Certificates to Barclays Capital Inc. (“ Barclays Capital ”), Goldman Sachs & Co. LLC (“ GS&Co. ”),
KeyBanc Capital Markets Inc. (“ KeyBanc ”), Citigroup Global Markets Inc. (“ CGMI ”), SG Americas Securities,
LLC (“ SGAS ”), Deutsche Bank Securities Inc. (“ DBSI ”), Bancroft Capital, LLC (“ Bancroft ”)
and Drexel Hamilton, LLC (“ Drexel ”) (collectively, in such capacity, the “ Underwriters ”) pursuant
to an underwriting agreement (the “ Underwriting Agreement ”), dated as of June 2, 2026 (the “ Pricing Date ”),
among the Purchaser, the Seller and the Underwriters. The Purchaser intends to sell the Non-Registered Certificates to Barclays Capital,
GS&Co., KeyBanc, CGMI, SGAS, DBSI, Bancroft and Drexel (collectively, in such capacity, the “ Initial Purchasers ”)
pursuant to a certificate purchase agreement, dated as of the Pricing Date (the “ Certificate Purchase Agreement ”),
among the Purchaser, the Seller and the Initial Purchasers. The Certificates are more fully described in (a) the Prospectus (including
all annexes and exhibits thereto and information incorporated therein by reference as of the date of filing thereof), relating to the
Registered Certificates and (b) the Private Placement Memorandum (including all annexes and exhibits), relating to the Non-Registered
Certificates, as each may be amended or supplemented at any time hereafter.

 The Mortgage Loan Seller
will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure
regarding the Mortgage Loans that is contained in (a) the Preliminary Prospectus, relating to the Registered Certificates (including
all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale, as defined in Schedule
4 to the Pooling and Servicing Agreement), (b) the Preliminary Private Placement Memorandum, relating to the Non-Registered Certificates
(including all annexes and exhibits thereto), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain
other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of
the Pricing Date (the “ Indemnification Agreement ”), among the Mortgage Loan Seller, the Depositor, the Underwriters
and the Initial Purchasers.

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

 Section 1.                
 Agreement to Purchase . The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser,
without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan
Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take
place on June 24, 2026 or such other date as shall be mutually acceptable to the parties hereto (the “ Closing Date ”).
As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due
on the Mortgage Loans, if any, on or before such date, whether or not received, of $131,857,038, subject to a variance of plus or minus
5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the
Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the

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 Mortgage Loan Seller is responsible). The Purchaser
shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such
other method as shall be mutually acceptable to the parties hereto.

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

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

 It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the Mortgage Loan Seller
will receive the benefit of any securitization indemnification provisions in the Mortgage Loan documents.

 (b)               
 The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto
to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage
Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such
conveyance be a pledge of security for a loan. If such conveyance is

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 determined to be a pledge of security for a
loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller
shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority
security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and
to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files and Servicing Files, (3) all scheduled
payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and (4) all other recoveries of
principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest
due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case
of Qualified Substitute Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date); (iii) the
assignment by the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of
the Mortgage Notes with respect to the Mortgage Loans subject hereto from time to time and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession
by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and
(v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications
to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser
for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create
a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

 (c)               
 In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the
Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause
(i) of the definition of “Mortgage File” in Section 1.01 of the Pooling and Servicing Agreement (or, alternatively, if
the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified
in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is forty-five (45) days following
the Closing Date (or such later date as may be provided under Sections 2.01(b) or (c) of the Pooling and Servicing Agreement with
respect to any item), the remainder of the Mortgage File for each Mortgage Loan (which delivery shall be subject to clauses (e) and (f)
in the proviso of the definition of “Mortgage File”) and, except in the case of a Mortgage Loan that is part of a Non-Serviced
Whole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller under Sections 2.01(b)
and (c) of the Pooling and Servicing Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall
be transferred to the Master Servicer) for each Mortgage Loan, and shall take such other actions and pay such costs with respect to the
Mortgage Loans as may be required under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement.

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 (d)               
 In accordance with Section 2.01(b) of the Pooling and Servicing Agreement, with respect to letters of credit referred to
in clause (xii) of the definition of “Mortgage File”, the Mortgage Loan Seller shall deliver the original of such letter of
credit to the Master Servicer (with a copy to the Custodian) or, if such original has been submitted by the Mortgage Loan Seller to the
issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master
Servicer (in care of the Trustee) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of
the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the Mortgage Loan Seller shall
be deemed to have satisfied the delivery requirements of this Agreement and the Pooling and Servicing Agreement by delivering with respect
to such letter(s) of credit a copy thereof to the Custodian indicating that such document has been delivered to the issuing bank for reissuance
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, a copy of which shall be delivered to the Custodian within forty-five (45) days of the Closing
Date; provided that with respect to the Mortgage Loan identified on the Mortgage Loan Schedule as Franklin 8 Pack (the “ Servicing
Shift Mortgage Loan ”), no such assignments shall be made until the earliest of (i) the related Servicing Shift Securitization
Date, in which case such assignments or amendments shall be made in accordance with the related Non Serviced PSA, (ii) the earlier of
(A) 180 days after the Closing Date and (B) such time as any such letter of credit is required to be drawn upon by the Master Servicer
and (iii) in the event the Servicing Shift Mortgage Loan becomes a Specially Serviced Loan prior to the securitization of the related
Servicing Shift Control Note, in which case such assignments shall be made in favor of the Trustee for the benefit of the Certificateholders
and for the benefit of the related Companion Holders, until the occurrence of the related Servicing Shift Securitization Date. 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 Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the Mortgage Loan
Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the Mortgage
Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within forty-five
(45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the Mortgage Loan 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
Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such letter
of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf
of the Trust.

 In addition, pursuant to
Section 3.01(f) of the Pooling and Servicing Agreement, w ithin sixty (60)
days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of (i) the
receipt of a letter of credit pursuant to this Section 2(d) by the Master Servicer and (ii) the Closing Date, the Mortgage
Loan Seller shall notify each provider of a letter of credit for each Mortgage Loan (other than any Non-Serviced Mortgage Loan) identified
as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee) for the benefit of the Certificateholders
and any related Companion Holders shall be the beneficiary under each such letter of credit.

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 In addition, on or prior
to the fifth (5th) Business Day after the Closing Date, the Mortgage Loan Seller, at its expense, shall deliver to the Custodian five
(5) limited powers of attorney substantially in the form attached hereto as Exhibit F in favor of the Custodian (on behalf of the
Trustee), the Master Servicer or the Special Servicer, as applicable, to empower the Custodian (on behalf of the Trustee) and, in the
event of the failure or incapacity of the Custodian (on behalf of the Trustee), the Master Servicer or the Special Servicer, as applicable,
to sign and/or deliver to a third party for submission, or to cause the Custodian to sign and/or deliver to a third party for submission,
for recording, at the expense of the Mortgage Loan Seller, any Mortgage Loan documents required to be recorded as described in Section
2.01 of the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be
included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee (or the Custodian on its
behalf)). The Mortgage Loan Seller agrees to reasonably cooperate with the Custodian, the Trustee, the Master Servicer or the Special
Servicer, as applicable, in connection with any additional powers of attorney or revisions thereto that are requested by such parties
for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan
by or under authorization by any party hereto except to the extent that the absence of a document described in the second preceding sentence
with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is one hundred eighty (180) days following
the delivery of notice of such absence to the Mortgage Loan Seller, but in no event earlier than eighteen (18) months from the Closing
Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Custodian, the Master
Servicer or the Special Servicer, as applicable, shall submit such documents for recording, at the Mortgage Loan Seller’s expense,
after the periods set forth above, provided , the Custodian, the Master Servicer or the Special Servicer, as applicable, shall not
submit such assignments for recording if the Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any
such assignment for recording and certifies that the Mortgage Loan Seller is awaiting its return from the applicable recording office.

 (e)               
 Notwithstanding anything to the contrary contained herein, with respect to any portion of a Joint Mortgage Loan sold by the Mortgage
Loan Seller, the obligations of each of the Mortgage Loan Seller and Starwood Mortgage Capital LLC (the “ Other Joint Mortgage
Loan Seller ”) to deliver one or more Mortgage Notes to the Custodian shall be limited to delivery of only the Mortgage Note(s)
held by such party to the Custodian. With respect to any portion of a Joint Mortgage Loan sold by the Mortgage Loan Seller, the obligations
of the Mortgage Loan Seller and the applicable Other Joint Mortgage Loan Seller(s) to deliver the remaining portion of the related Mortgage
File or any document required to be delivered with respect thereto shall be joint and several, provided that either of the Mortgage Loan
Seller or the applicable Other Joint Mortgage Loan Seller(s) may deliver one Mortgage File or one of any other document required to be
delivered with respect to such Joint Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the
Mortgage Loan Seller and the applicable Other Joint Mortgage Loan Seller(s).

 (f)                
 In addition, with respect to each of the Mortgage Loans identified as Marriott Savannah Riverfront and Homewood Suites Chicago
on the Mortgage Loan Schedule, each of which is secured by a Mortgaged Property that is subject to a franchise agreement with a related
comfort letter in favor of the Mortgage Loan Seller or the originator of the Mortgage Loan that requires notice to or request of the related
franchisors to transfer or assign any related comfort

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 letter to the Trustee for the benefit of the
Certificateholders or otherwise 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 Mortgage Loan Seller or its
designee shall, within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter),
provide any such required notice to or make any such required request of the related franchisor (with a copy to the Master Servicer);
and, if the Mortgage Loan Seller receives notice from the Master Servicer that any such comfort letter with respect to a franchise agreement
has not been received within the timeframe provided under Section 2.01(g) of the Pooling and Servicing Agreement, the Mortgage Loan Seller
shall, within a commercially reasonable time after receipt of such notice, obtain a replacement comfort letter in substantially the same
form as the existing comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter)
in favor of the Trust.

 (g)               
 In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer in accordance with
Section 2.01(d) of the Pooling and Servicing Agreement, the following items in its possession: (i) within five (5) Business Days
after the Closing Date, a copy of the Mortgage File for each Mortgage Loan (except that copies of any instruments of assignment that are
returned or delivered, as applicable, to the Custodian by the related public recording office in accordance with the requirements of Section 2.01(c)
of the Pooling and Servicing Agreement shall be delivered by the Custodian to the Master Servicer) and (ii) within five (5) Business
Days after the Closing Date, originals or copies of all financial statements, appraisals, environmental reports, engineering reports,
transaction screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions
and tenant estoppels and any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Whole
Loan that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Whole Loan in the
possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans or related Whole Loan(s) and, to the extent
that any original documents or copies, as applicable, of the following documents are not required to be a part of a Mortgage File for
any Mortgage Loan or Whole Loan, originals or copies of all documents, certificates and opinions in the possession or under the control
of the Mortgage Loan Seller that were delivered by or on behalf of the related Mortgagors in connection with the origination of such Mortgage
Loans ( provided that the Mortgage Loan Seller shall not be required to deliver any internal communications (including such communications
between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage
Loan Seller or any of its Affiliates for such purposes), draft documents, attorney client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data); provided that the
parties hereto acknowledge and agree that some or all of the items in clauses (i) and (ii) of this sentence have, as of the Closing Date,
been posted to websites to which various parties to the Pooling and Servicing Agreement have access, and if any such items have been so
posted to any such website(s) to which the Master Servicer has access, such items will be deemed to have been delivered to the Master
Servicer in accordance with this sentence; and provided, further, that if the Master Servicer is unable to download such items from such
website(s) after making reasonable efforts to do so and provides notice (which may be delivered by electronic means) to the Mortgage Loan
Seller, the Mortgage Loan Seller shall deliver such items to the Master Servicer by such means as may be reasonably

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 acceptable to the Master Servicer. In addition,
the Mortgage Loan Seller shall, in accordance with Section 2.01(f) of the Pooling and Servicing Agreement, deliver to it and deposit with,
or cause to be delivered to and deposited with, the Master Servicer within three (3) Business Days after the Closing Date, all unapplied
reserve funds and Escrow Payments in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans
(other than any Non-Serviced Whole Loans). In addition, not later than the Closing Date, the Mortgage Loan Seller shall provide to the
Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation of the initial CREFC ®
Financial File and CREFC ® Loan Periodic Update File required to be delivered by the Master Servicer under the Pooling and
Servicing Agreement.

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

 (i)                 
 The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling
and Servicing Agreement (except with respect to the Administrative Cost Rate). The Mortgage Loan Seller shall, within fifteen (15) days
of its discovery or receipt of notice of any error on the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the
Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule; provided that this sentence shall not be construed
to relieve the Mortgage Loan Seller of any liability for any related Breach or to shorten the period available to the Mortgage Loan Seller
with respect to the cure, repurchase or substitution provisions with respect to a Material Defect set forth in Section 5 .

 (j)                 
 Notwithstanding anything to the contrary, the Purchaser and the Mortgage Loan Seller hereby acknowledge and agree that with respect
to any Mortgage Loans being identified in the Pooling and Servicing Agreement as being subject to Retained Defeasance Rights and Obligations,
the Mortgage Loan Seller has transferred to a third party or has retained the right of the lender under the Mortgage Loan documents to
receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate or establish the successor
borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case
if there is a defeasance of such Mortgage Loan. The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if
the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan with Retained Defeasance Rights and Obligations,
then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Mortgage Loan Seller
or its assignee; and (ii) until such time as the Mortgage Loan Seller provides written notice to the contrary, notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations shall be delivered to the Mortgage Loan Seller pursuant to the notice
provisions of the Pooling and Servicing Agreement.

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 Section 3.                
 Examination of Mortgage Loan Files and Due Diligence Review . The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by
or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial
or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans,
shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s
representations and warranties made pursuant to Section 4 , except as expressly set forth in Section 5 .

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

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

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

 (d)               
 The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s
role as “originator” for purposes of Regulation AB (or the role of any third party as “originator” of any Mortgage
Loan for which the Mortgage Loan Seller was not the originator for purposes of Regulation AB) and “sponsor” for purposes of
Regulation AB in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related
Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus
complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for
which compliance is required as of the date hereof. As used herein, “ Regulation AB ” means Subpart 229.1100 –
Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and
subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange
Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance
dates specified therein. Notwithstanding anything herein to the contrary, this Section 4(d) shall run exclusively for the benefit
of the Purchaser and no other party.

   9  

  

 (e)               
 With respect to each Servicing Function Participant that services a Mortgage Loan as of the Closing Date, the Mortgage Loan Seller
either (i) represents and warrants that as of the Closing Date such Servicing Function Participant is an Initial Sub-Servicer
under the Pooling and Servicing Agreement or (ii) (A) represents and warrants that it has caused each such Servicing Function
Participant to be required to comply, as evidenced by written documentation between each such Servicing Function Participant and the Mortgage
Loan Seller, with all reporting requirements set forth in Article XI of the Pooling and Servicing Agreement (including but not limited
to the indemnification of each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising
out of the delivery of any Deficient Exchange Act Deliverable) applicable to such Servicing Function Participant for the Mortgage Loans
and (B) covenants with the Purchaser that, for so long as the Trust is subject to the reporting requirements of the Exchange Act,
it shall cause each Servicing Function Participant that services a Mortgage Loan as of the Closing Date to comply with all reporting requirements
set forth therein.

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

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

 (h)               
 [Reserved.]

   10  

  

 (i)                 
 Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall deliver or cause to be delivered an electronic copy
of the Diligence File for each Mortgage Loan to the Depositor by uploading such Diligence File (including, if applicable, any additional
documents that the Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review
on such Mortgage Loan; provided that such documents are clearly labeled and identified) to the Designated Site, each such Diligence
File being organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the Mortgage
Loan Seller.

 (j)                 
 Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall provide to the Depositor a certificate substantially
in the form of Exhibit E , with a copy to each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor, each of which
may be sent by email.

 (k)               
 If, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is missing any document that
is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection with its completion of the Asset
Review, then, upon written request of the Asset Representations Reviewer, the Mortgage Loan Seller shall provide to the Asset Representations
Reviewer, within ten (10) Business Days of receipt of such written request, any such document; provided , however ,
that the Mortgage Loan Seller shall be required to deliver such missing document only to the extent that such document is in the possession
of the Mortgage Loan Seller, but in any event excluding any documents that contain information that is proprietary to the related originator
or the Mortgage Loan Seller or any draft documents or privileged or internal communications.

 (l)                 
 Upon the completion of an Asset Review with respect to each Mortgage Loan in accordance with the Pooling and Servicing Agreement
and receipt of a written invoice from the Asset Representations Reviewer, the Mortgage Loan Seller shall pay the Asset Representations
Reviewer Asset Review Fee for the Mortgage Loans (or with respect to any portion of a Joint Mortgage Loan sold by the Mortgage Loan Seller,
a fee equal to the Asset Representation Reviewer Asset Review Fee for such entire Joint Mortgage Loan, multiplied by the Mortgage Loan
Seller Percentage Interest for the related Joint Mortgage Loan for the Mortgage Loan Seller, subject to that Asset Review within sixty
(60) days of such written invoice from the Asset Representations Reviewer. If any fees payable pursuant to this Section 4(l)
are paid by the Trust pursuant to Section 12.02(b) of the Pooling and Servicing Agreement, the Mortgage Loan Seller shall reimburse
the Trust for the amount of any such fees.

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

 (n)               
 The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser against any and all expenses, losses, claims, damages
and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any
claim

   11  

  

 or litigation arising out of or based upon
any failure by the Mortgage Loan Seller to (A) pay the fees described under Section 4(l) above within sixty (60) days
of written request by the Asset Representations Reviewer or (B) within sixty (60) days of the Closing Date (or such later
date specified herein or in the Pooling and Servicing Agreement), provide all documents required to be delivered by it pursuant to Section 4(i)
of this Agreement and under the definition of “Diligence File” in the Pooling and Servicing Agreement.

 (o)               
 The Mortgage Loan Seller covenants with the Purchaser that if, on or prior to the later of (i) the ninetieth (90th) day
following the Closing Date and (ii) the date upon which all Certificates have been sold to parties unaffiliated with the Depositor,
as a result of the occurrence of any event that occurred prior to the Closing Date with respect to the Mortgage Loans or the Mortgage
Loan Seller (and the Mortgage Loan Seller hereby covenants to promptly notify the Depositor, the Underwriters and the Initial Purchasers
of the occurrence of any such event to the extent it has knowledge thereof), an amendment or supplement to the Prospectus or Private
Placement Memorandum, including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the Mortgage Loans
or the Mortgage Loan Seller, is necessary to be delivered in connection with sales of the Certificates by the Underwriters, the Initial
Purchasers or a dealer, in order to correct any untrue statement of a material fact or any omission to state a material fact required
to be stated therein (solely in the case of the Prospectus) or necessary to make the statements therein, in the light of the circumstances
when the Prospectus or Private Placement Memorandum is delivered to a purchaser, not misleading, or an amendment or supplement to the
Prospectus or Private Placement Memorandum, including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding
the Mortgage Loans or the Mortgage Loan Seller, is necessary to comply with applicable law, the Mortgage Loan Seller shall do all things
necessary (or, with respect to information relating to the Mortgage Loans, provide all information in its possession) to assist the Depositor
to prepare and furnish, at the expense of the Mortgage Loan Seller (to the extent that such amendment or supplement relates to the Mortgage
Loan Seller, the Mortgage Loans and/or any information describing the same, as provided by the Mortgage Loan Seller), to the Underwriters
and Initial Purchasers such amendments or supplements to the Prospectus or Private Placement Memorandum as may be necessary, so that
the statements in the Prospectus or Private Placement Memorandum as so amended or supplemented, including Annexes A-1, A-2 and A-3 of
the Prospectus, with respect to any information regarding the Mortgage Loans or the Mortgage Loan Seller, will not so contain an untrue
statement of material fact or omit to state a material fact required to be stated therein (solely in the case of the Prospectus) or necessary
to make the statements therein, in the light of the circumstances when the Prospectus or Private Placement Memorandum is delivered to
a purchaser, not misleading or so that the Prospectus or Private Placement Memorandum (as so annexed or supplemented), including Annexes
A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the Mortgage Loans or the Mortgage Loan Seller, will not
so fail to comply with applicable law. All terms used in this Section 4(o) and not otherwise defined herein shall have the
meaning set forth in the Indemnification Agreement. Notwithstanding the foregoing, the Mortgage Loan Seller shall have no affirmative
obligation to monitor the performance of the Mortgage Loans or any changes in condition or circumstance of any Mortgaged Property, Mortgagor,
guarantor or any of their Affiliates after the Closing Date in connection with its obligations under this Section 4(o) . The Underwriters
and Initial Purchasers are third-party beneficiaries of the provisions set forth in this Section 4(o) .

 12

 Section 5.                
 Notice of Breach; Cure, Repurchase and Substitution . (a) The Mortgage Loan Seller shall, not later than ninety (90) days
after (i) except in the case of the succeeding clause (ii) , the Mortgage Loan Seller’s receipt of notice from
any party to the Pooling and Servicing Agreement or, if earlier, the Mortgage Loan Seller’s discovery of, a Material Defect or
(ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes
a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the discovery by the Mortgage Loan Seller
or any party to the Pooling and Servicing Agreement of such Material Defect and (y) receipt of notice of the Material Defect from
any party to the Pooling and Servicing Agreement (such ninety (90) day period, the “ Initial Cure Period ”),
(A) cure such Material Defect in all material respects, at the Mortgage Loan Seller’s own expense, including reimbursement
of any related reasonable additional expenses of the Trust reasonably incurred by any party to the Pooling and Servicing Agreement, (B)
repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase
Price and in conformity with this Agreement and Section 2.03 of the Pooling and Servicing Agreement or (C) substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected
Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) (provided that in no event shall any such substitution
occur on or after 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 and in conformity with this Agreement and Section 2.03 of the Pooling and Servicing
Agreement; provided , however , that except with respect to a Material Defect resulting solely from the failure by the Mortgage
Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of “ Mortgage File ” by a date not later than eighteen (18) months following the Closing Date, if
such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the Mortgage Loan Seller has commenced
and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the Mortgage Loan Seller shall have
an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day
period, the “ Extended Cure Period ”) to complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan or REO Loan (excluding any related Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than
with respect to the Whole Loans, for which no substitution will be permitted)) and provided , further , that with respect
to such Extended Cure Period the Mortgage Loan Seller has delivered an officer’s certificate to the Trustee, the Certificate Administrator
(who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer and (with respect to any Mortgage Loan other than an Excluded Loan,
prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material
Defect is not capable of being cured within the Initial Cure Period and what actions the Mortgage Loan Seller is pursuing in connection
with the cure thereof and stating that the Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended
Cure Period; and provided , further , that, if any such Material Defect is not cured after the Initial Cure Period and any
such Extended Cure Period solely due to the failure of the Mortgage Loan Seller to have received the recorded document, then the Mortgage
Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect
until eighteen

   13  

  

 (18) months after the Closing Date so long
as the Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer, the Directing Certificateholder (in the
case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event) and the Certificate
Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure Period, that the Material Defect is still
in effect solely because of the failure of the applicable recording office to have recorded as filed or returned evidence of filing the
document (or made such evidence available online) and that the Mortgage Loan Seller is diligently pursuing the cure of such Material Defect
(specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach that causes any Mortgage Loan not to be a “qualified
mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests
of Certificateholders therein, and (subject to the Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial
Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding
sentence. If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the Mortgage Loan
Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account. Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis.

 If the Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan agrees to a Loss of Value Payment,
pursuant to any agreement or a settlement between the Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trust (and, with
respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with the consent of the Directing
Certificateholder if no Control Termination Event has occurred and is continuing) with respect to such Mortgage Loan, the amount of such
Loss of Value Payment shall be remitted by wire transfer to the Special Servicer for deposit into the Loss of Value Reserve Fund. The
Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect of such Loss of Value
Payment and the portion of fees of the Asset Representations Reviewer payable pursuant to Section 4(l) above attributable to the
Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller; provided , however , that if a Material
Defect relates to any Joint Mortgage Loan, the Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage Interest
in such Joint Mortgage Loan of all such costs and expenses unless such Material Defect relates solely to the Mortgage Note sold hereunder
by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available
to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage
Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect
under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between the Mortgage Loan Seller
and the Enforcing Servicer, on behalf of the Trust. The following terms shall apply to any Loss of Value Payment: (i) prior to any agreement
or settlement between the Mortgage Loan Seller and the Enforcing Servicer, nothing in this paragraph shall preclude the Mortgage Loan
Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in
this Agreement (excluding this paragraph) or the Pooling and Servicing Agreement (including any right to cure, repurchase or substitute
for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the

   14  

  

 Purchase Price of the affected Mortgage Loan;
and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.

 The Mortgage Loan Seller’s
obligation to cure any Material Defect, repurchase or substitute for any affected Mortgage Loan or pay the Loss of Value Payment or other
required payment pursuant to this Section 5 shall constitute the sole remedy available to the Purchaser in connection with a Material
Defect; provided , however , that no limitation of remedy is implied with respect to the Mortgage Loan Seller’s breach
of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. It is acknowledged
and agreed that the representations and warranties are being made for risk allocation purposes.

 The Mortgage Loan Seller
agrees that, with respect to any Non-Serviced Mortgage Loan, any “Material Defect” relating to a “Defect” in the
related “Mortgage File” (or analogous terms) under the related Non-Serviced PSA shall constitute a Material Defect under
this Agreement to the extent the Mortgage Loan Seller repurchases the Non-Serviced Companion Loan from the trust created pursuant to such
Non-Serviced PSA by reason of such “Material Defect”; provided , however , that the foregoing shall not apply
to any Material Defect (or analogous term) related solely to the promissory note for any related Non-Serviced Companion Loan.

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

 If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan
document(s), then the Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach
and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable pursuant to Section 4(l) above to
the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such
Mortgage Loan; provided , however , that if a Breach relates to any Joint Mortgage Loan, the Mortgage Loan Seller shall be
responsible for its Mortgage Loan Seller Percentage Interest in such Joint Mortgage Loan of all such costs and expenses unless such Breach
relates solely to the Mortgage Note sold hereunder by the Mortgage Loan Seller; provided , further , however , that
in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have the option to either repurchase or substitute
for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding
sentence, the Mortgage Loan Seller shall remit the amount of such costs and expenses to the Special Servicer for disbursement to the applicable
Persons and upon its making such remittance, the Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the
extent any fees or expenses that are the subject of a cure by the Mortgage Loan Seller are subsequently obtained from the related Mortgagor,
the portion of the

   15  

  

 cure payment made by the Mortgage Loan Seller
equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the Mortgage Loan Seller.

 Notwithstanding anything
contained in this Agreement or the Pooling and Servicing Agreement, no delay in either the discovery of a Material Defect or in providing
notice of such Material Defect shall relieve the Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make
a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under this Agreement or the Pooling
and Servicing Agreement unless (i) the Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii)
such delay is a result of the failure by the Purchaser or by any other party to the Pooling and Servicing Agreement, to provide prompt
notice as required by the terms of this Agreement or the Pooling and Servicing Agreement, after such party has actual knowledge of such
Material Defect (it being understood that knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Code
Section 860G(a)(3), but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to
be treated as a qualified mortgage, and (iv) such delay or failure to provide notice (as required by the terms of this Agreement or the
Pooling and Servicing Agreement) prevented the Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise
curable. Notwithstanding anything contained in this Agreement, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole
or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility,
theater or fitness center (operated by a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to
such Mortgage Loan pursuant to Section 2 hereof shall not be a Material Defect.

 If there is a Material Defect
with respect to one or more Mortgaged Properties securing a Mortgage Loan, the Mortgage Loan Seller shall not be obligated to repurchase
the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the
related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy
the requirements, if any, set forth in the Mortgage Loan documents and the Mortgage Loan Seller provides an Opinion of Counsel to the
effect that such release would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

 Notwithstanding anything
to the contrary herein, the Mortgage Loan Seller’s obligation in respect of a Material Defect with respect to any portion of a Joint
Mortgage Loan sold by it shall be solely in respect of the Mortgage Loan Seller’s pro rata share of such Joint Mortgage Loan
based on its Mortgage Loan Seller Percentage Interest in such Joint Mortgage Loan.

 If the Mortgage Note with
respect to any portion of a Joint Mortgage Loan sold by the Mortgage Loan Seller in favor of the Mortgage Loan Seller and its successors
and assigns is repurchased or replaced by the Mortgage Loan Seller pursuant to this Section 5(a) , and at least one other related
mortgage note evidencing such Joint Mortgage Loan is not repurchased or replaced by the applicable Other Joint Mortgage Loan Seller(s)
and such mortgage note(s) remain in the Trust, then the Mortgage Loan Seller and the Purchaser hereby agree that (i) the provisions in

   16  

  

 Section 3.34 of the Pooling and Servicing
Agreement and the related Intercreditor Agreement shall govern the servicing and administration of such Joint Mortgage Loan, and if the
Joint Mortgage Loan is not subject to an Intercreditor Agreement, the repurchasing Mortgage Loan Seller shall enter into an Intercreditor
Agreement reasonably acceptable to the repurchasing Mortgage Loan Seller that provides that the Mortgage Loan will be serviced pursuant
to the Pooling and Servicing Agreement and servicing decisions with respect to the Mortgage Loan will be made by the holder of the note
included in the Trust, (ii) the Mortgage Loan Seller and its successors and assigns in respect of such repurchased or replaced Mortgage
Note shall be bound by such Section 3.34 as if it were a party to the Pooling and Servicing Agreement and (iii) the Mortgage Loan
Seller and its successors and assigns shall from time to time (as may be necessary) deliver to the Master Servicer or the Special Servicer,
as applicable, the Mortgage Loan documents constituting or related to the applicable Mortgage Note repurchased by it, any requests for
release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided by the related
Mortgage Note or Mortgage or otherwise available at law or equity with respect to the related Mortgage Note.

 (b)               
 Whenever one or more Qualified Substitute Mortgage Loans are substituted for a Defective Loan by the Responsible Repurchase Party
as contemplated by this Section 5 , upon direction by the Enforcing Servicer, the Responsible Repurchase Party shall deliver to
the Custodian the related Mortgage File and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies or such
Qualified Substitute Mortgage Loans satisfy, as the case may be, all of the requirements of the definition of “Qualified Substitute
Mortgage Loan” in the Pooling and Servicing Agreement. No mortgage loan may be substituted for a Defective Loan as contemplated
by this Section 5 if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan, in which case, absent a
cure of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased as contemplated hereby. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related date of substitution, and Periodic Payments due
with respect to each corresponding Deleted Mortgage Loan (if any) after its respective Cut-off Date and on or prior to the related date
of substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any)
on or prior to the related date of substitution, and Periodic Payments due with respect to each corresponding Defective Loan that is purchased
or repurchased, as the case may be, or replaced with one or more Qualified Substitute Mortgage Loans (any such Mortgage Loan, a “ Deleted
Mortgage Loan ”) (if any) after the related date of substitution, shall not be part of the Trust Fund and are to be remitted
by the Master Servicer to the Responsible Repurchase Party promptly following receipt.

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

   17  

  

 If any Mortgage Loan that
is part of a Crossed Mortgage Loan Group is required to be repurchased or substituted, the provisions of Section 2.03(h), Section 2.03(i)
and Section 2.03(j) of the Pooling and Servicing Agreement shall apply.

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

 (d)               
 [Reserved.]

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

 (f)                
 If the Mortgage Loan Seller and Responsible Repurchase Party are not the same Person, the Mortgage Loan Seller will provide the
Responsible Repurchase Party copies of any 15Ga-1 Notice delivered to the Mortgage Loan Seller pursuant to the Pooling and Servicing Agreement.
The Mortgage Loan Seller (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be repurchased
or replaced, whether arising from a Material Defect or other breach of a representation or warranty, such recipient a “ Seller
Request Recipient ” and such request or demand, a “ Repurchase Request ”) agrees to provide to the Purchaser:
(i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request

   18  

  

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

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

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

   19  

  

 delivered pursuant to Section 5(f) shall
not in and of itself constitute delivery, or receipt, of notice of any Material Defect or knowledge on the part of the Mortgage Loan Seller
or Responsible Repurchase Party of any Material Defect or admission by the Mortgage Loan Seller or Responsible Repurchase Party of the
existence of any Material Defect.

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

 (i)                 
 The Purchaser shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Purchaser is required
to file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any Mortgage
Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date
such Form ABS-15G is required to be filed with the Commission. The Trust’s CIK# is 0002135998.

 Section 6.                
 Closing . The closing of the sale of the Mortgage Loans (the “ Closing ”) shall be held at the offices of
special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.

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

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

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

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

 (iv)                    The result
of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on
behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;

   20  

  

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

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

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

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

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

 (x)                         [Reserved.]

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

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

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

 (ii)                        The Indemnification
Agreement, duly executed by the respective parties thereto;

 (iii)                     A Secretary’s
Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage
Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching
thereto as exhibits the organizational documents of the Mortgage Loan Seller;

 (iv)                    A certificate
of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than
thirty (30) days prior to the Closing Date or otherwise reasonably acceptable to the Depositor, and upon which the Interested
Parties may rely;

 (v)                       A certificate
of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an authorized officer of the Mortgage
Loan Seller on the

   21  

  

 Mortgage Loan Seller’s behalf and
dated the Closing Date, and upon which the Interested Parties may rely;

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

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

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

 (ix)                      A letter
from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with
respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information
regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may
be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special
counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private
Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller
or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in
the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding
the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions
of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;

   22  

  

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

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

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

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

 Section 8.                
 Additional Reporting Under Regulation AB . With respect to any period during which the Trust is subject to the reporting
requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Purchaser and the Certificate Administrator any information
that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only
if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor,
if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is
required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as
a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage
Loans) under the terms of Exhibit BB or Exhibit CC to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan
Seller

   23  

  

 (solely in its capacity as a sponsor or originator
(or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage Loans) does not constitute
the “Party Responsible” for any “Form 8-K Information” set forth on Exhibit DD of the Pooling and Servicing
Agreement). In each case, such delivery shall be made in a form ready for inclusion in the related filing (and in a data file-type readily
convertible to an EDGAR form), including a summary of material information if requested by the Purchaser, or in such other form as otherwise
agreed by the Purchaser, the Certificate Administrator and the Mortgage Loan Seller. In each case, such delivery shall be made not later
than five (5) calendar days after the related Distribution Date (in the case of any such “ Additional Form 10-D Information ”),
and no later than March 1 of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements
(in the case of any such “ Additional Form 10-K Information ”). In no event shall the Mortgage Loan Seller be
required to provide any information that is not required to be reported on Form 10-D or Form 10-K, as the case may be, under
the Exchange Act and the rules and regulations of the Commission thereunder. The obligation of Mortgage Loan Seller to provide the above-referenced
disclosure materials shall be suspended (for so long as neither the Trust nor, with respect to any Serviced Companion Loan related to
a Serviced Pari Passu Mortgage Loan sold to the Trust by Seller, the trust in the related Other Securitization, is subject to the reporting
requirements of the Exchange Act), as to any fiscal year, upon the Certificate Administrator or the Trustee, as applicable, filing the
form necessary to be filed with the Commission to suspend the Trust’s reporting obligations under the Exchange Act as to that fiscal
year in accordance with Section 11.08 of the Pooling and Servicing Agreement or the reporting requirements with respect to the Trust under
the Exchange Act have otherwise been automatically suspended; provided that for the avoidance of doubt, the suspension of such information
reporting does not apply to information that is required to be provided for the fiscal year prior to suspension of the Trust’s reporting
requirements under the Exchange Act (including Additional Form 10-K Information required to be disclosed on the Form 10-K related to the
fiscal year preceding the year in which the form necessary to be filed with the Commission to suspend the Trust’s reporting obligations
under the Exchange Act was filed).

 In addition, with respect
to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall reasonably
cooperate with each of the Depositor, the Master Servicer and the Certificate Administrator, upon the reasonable request of such party,
by providing all Mortgage Loan-related documents, data and information in the possession of the Seller at or prior to the Closing Date
and necessary for the ongoing compliance by the Depositor and the Trust with the requirements of Form 10-D with respect to Items 1111
and 1125 of Regulation AB; provided that the Seller shall not be required to provide any documents that are proprietary to the
related originator or the Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.

 Section 9.                
 Costs . Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the
Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date
Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of 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

   24  

  

 delivering the Certificates; (iii) the
reasonable and documented set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective counsel;
(iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan Seller
with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus, the
Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural
and collateral term sheets (or any similar item), including the cost of obtaining any agreed-upon procedures letters with respect to such
items; (v) the costs and expenses in connection with the qualification or exemption of the Certificates under state securities or
blue sky laws, including filing fees and reasonable fees and disbursements of counsel in connection therewith; (vi) the costs and
expenses in connection with any determination of the eligibility of the Certificates for investment by institutional investors in any
jurisdiction and the preparation of any legal investment survey, including reasonable fees and disbursements of counsel in connection
therewith; (vii) the costs and expenses in connection with printing (or otherwise reproducing) and delivering this Agreement and
the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies of the Preliminary Prospectus, the Preliminary
Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any other marketing materials or structural and collateral
term sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the
fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all
registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the
Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by
the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

 Section 10.            
 Notices . All demands, notices and communications hereunder shall be in writing, and shall be deemed to have been duly given
when delivered (or, in the case of facsimile or electronic notices, when received), if to the Purchaser (except as otherwise provided
in Section 4(j) ), addressed to the address for such party set forth in Section 13.05 of the Pooling and Servicing Agreement, or
such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing; or, if to the Mortgage Loan Seller, to
the address for such party set forth in Section 13.05 of the Pooling and Servicing Agreement or such other address as may be designated
by the Mortgage Loan Seller to the Purchaser in writing.

 Section 11.            
 Miscellaneous . Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated
except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination
is sought to be enforced. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,”
“signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement
or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated
with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures
and electronic records (including, without

   25  

  

 limitation, any contract or other record created,
generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including
the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any
other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns,
and no other person (other than an identified third-party beneficiary) will have any right or obligation hereunder. The Mortgage Loan
Seller shall be an express third party beneficiary to the Pooling and Servicing Agreement to the extent set forth therein. The Asset Representations
Reviewer shall be an express third party beneficiary of Sections 4(i) , 4(k) and 4(l) of this Agreement.

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

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

 Section 14.            
 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THE AGREEMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN THE BOROUGH
OF MANHATTAN IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL CLAIMS WITH
RESPECT TO ANY ACTION OR PROCEEDING REGARDING SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES,

   26  

  

 TO THE FULLEST POSSIBLE EXTENT, WITH RESPECT
TO SUCH COURTS, THE DEFENSE OF AN INCONVENIENT FORUM; (IV) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL
BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (V) WAIVES
TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING TO OR ARISING OUT OF THIS AGREEMENT.

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

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

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

 Section 18.            
 Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters
addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters;
 provided , however , that in no event shall this provision be construed to limit the effect of the Indemnification Agreement
or the memorandum of understanding dated May 27, 2026 among the Mortgage Loan Seller, the Purchaser and certain other parties or any separate
acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.

  

 Section 19.            
 Recognition of U.S. Special Resolution Regimes .

   27  

  

 (i)                           In the event
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest
and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under,
and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.

 (ii)                        In the
event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws
of the United States or a State of the United States.

 (iii)                     For the
purposes of this Section 19 and Section 20 , the following definitions apply:

 “ BHC Affiliate ”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

 “ Covered Party ”
means any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R.
§47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

 “ Default Right ”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as
applicable.

 “ U.S. Special Resolution
Regime ” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 Section 20.            
 Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings .

 (i)                           Notwithstanding
anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19 , no party to
this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related,
directly or indirectly, to a BHC Affiliate of such party becomin…

EX-99.2 · MORTGAGE LOAN PURCHASE AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 24, 2026

EX-99.2
 17
 exh99_2-smcmlpa.htm
 MORTGAGE LOAN PURCHASE AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 24, 2026

 Exhibit 99.2

 EXECUTION VERSION

 MORTGAGE LOAN PURCHASE AGREEMENT

 This Mortgage Loan Purchase
Agreement (this “ Agreement ”), is dated and effective as of June 24, 2026, between Starwood Mortgage Capital LLC, as
seller (in such capacity, together with its successors and permitted assigns hereunder, the “ Mortgage Loan Seller ”
or “ Seller ”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors
and permitted assigns hereunder, the “ Purchaser ”).

 RECITALS

 The Mortgage Loan Seller
desires to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other
than as set forth herein, and the Purchaser desires to purchase, subject to the terms and conditions set forth herein, the commercial,
multifamily and/or manufactured housing community mortgage loans (collectively, the “ Mortgage Loans ”) identified on
the schedule annexed hereto as Exhibit A (as such schedule may be amended from time to time pursuant to the terms hereof,
the “ Mortgage Loan Schedule ”), which for the avoidance of doubt, with respect to the ONX Industrial Campus Mortgage
Loan, “Mortgage Loans” will refer to the promissory note(s) related to the Mortgage Loan Seller’s ownership interest
therein that is to be transferred pursuant to this Agreement (and the “ Joint Mortgage Loan ” will refer to both the
related Mortgage Loan and any other promissory note(s) contributed by other sellers).

 The Purchaser intends to
create a trust (the “ Trust ”), the primary assets of which will be a segregated pool of commercial, multifamily and/or
manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such
assets collectively, the “ Trust Fund ”) will be evidenced by a series of mortgage pass-through certificates (the “ Certificates ”).
Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “ Rating Agencies ”).
Certain classes of Certificates (the “ Registered Certificates ”) will be registered under the Securities Act of 1933,
as amended (the “ Securities Act ”), and certain classes of Certificates (the “ Non-Registered Certificates ”)
will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated and effective as of June 1, 2026 (the “ Pooling and Servicing Agreement ”), among Barclays
Commercial Mortgage Securities LLC, as depositor (the “ Depositor ”), Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer (the “ Master Servicer ”), LNR Partners, LLC, as special servicer (the “ Special
Servicer ”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ Certificate
Administrator ”), as custodian (in such capacity, the “ Custodian ”), and as trustee (in such capacity, the
“ Trustee ”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “ Operating Advisor ”)
and as asset representations reviewer (in such capacity, the “ Asset Representations Reviewer ”). Capitalized terms used
but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement (including
Schedule 4 thereto) as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the
definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b)
in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision
of the Pooling and Servicing Agreement shall be to the

 Pooling and Servicing Agreement as in full
force and effect on the Closing Date. It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of
the Trust contemporaneously with its purchase of the Mortgage Loans hereunder.

 The Purchaser intends to
sell the Registered Certificates to Barclays Capital Inc. (“ Barclays Capital ”), Goldman Sachs & Co. LLC (“ GS&Co. ”),
KeyBanc Capital Markets Inc. (“ KeyBanc ”), Citigroup Global Markets Inc. (“ CGMI ”), SG Americas Securities,
LLC (“ SGAS ”), Deutsche Bank Securities Inc. (“ DBSI ”), Bancroft Capital, LLC (“ Bancroft ”)
and Drexel Hamilton, LLC (“ Drexel ”) (collectively, in such capacity, the “ Underwriters ”) pursuant
to an underwriting agreement (the “ Underwriting Agreement ”), dated as of June 2, 2026 (the “ Pricing Date ”),
among the Purchaser, Barclays Capital Real Estate Inc. (“ BCREI ”) and the Underwriters. The Purchaser intends to sell
the Non-Registered Certificates to Barclays Capital, GS&Co., KeyBanc, CGMI, SGAS, DBSI, Bancroft and Drexel (collectively, in such
capacity, the “ Initial Purchasers ”) pursuant to a certificate purchase agreement, dated as of the Pricing Date (the
“ Certificate Purchase Agreement ”), among the Purchaser, BCREI and the Initial Purchasers. The Certificates are more
fully described in (a) the Prospectus (including all annexes and exhibits thereto and information incorporated therein by reference
as of the date of filing thereof), relating to the Registered Certificates and (b) the Private Placement Memorandum (including all
annexes and exhibits), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.

 The Mortgage Loan Seller
will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure
regarding the Mortgage Loans that is contained in (a) the Preliminary Prospectus, relating to the Registered Certificates (including
all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale, as defined in Schedule
4 to the Pooling and Servicing Agreement), (b) the Preliminary Private Placement Memorandum, relating to the Non-Registered Certificates
(including all annexes and exhibits thereto), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain
other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of
the Pricing Date (the “ Indemnification Agreement ”), among the Mortgage Loan Seller, the Depositor, the Underwriters
and the Initial Purchasers.

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

 Section 1.                
 Agreement to Purchase . The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser,
without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan
Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take
place on June 24, 2026 or such other date as shall be mutually acceptable to the parties hereto (the “ Closing Date ”).
As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due
on the Mortgage Loans, if any, on or before such date, whether or not received, of $245,410,000, subject to a variance of plus or minus
5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the
Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the

 2

 Mortgage Loan Seller is responsible). The Purchaser
shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such
other method as shall be mutually acceptable to the parties hereto.

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

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

 It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the Mortgage Loan Seller
will receive the benefit of any securitization indemnification provisions in the Mortgage Loan documents.

 (b)               
 The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto
to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage
Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such
conveyance be a pledge of security for a loan. If such conveyance is

 3

 determined to be a pledge of security for a
loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller
shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority
security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and
to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files and Servicing Files, (3) all scheduled
payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and (4) all other recoveries of
principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest
due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case
of Qualified Substitute Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date); (iii) the
assignment by the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of
the Mortgage Notes with respect to the Mortgage Loans subject hereto from time to time and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession
by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and
(v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications
to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser
for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create
a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

 (c)               
 In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the
Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause
(i) of the definition of “Mortgage File” in Section 1.01 of the Pooling and Servicing Agreement (or, alternatively, if
the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified
in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is forty-five (45) days following
the Closing Date (or such later date as may be provided under Sections 2.01(b) or (c) of the Pooling and Servicing Agreement with
respect to any item), the remainder of the Mortgage File for each Mortgage Loan (which delivery shall be subject to clauses (e) and (f)
in the proviso of the definition of “Mortgage File”) and, except in the case of a Mortgage Loan that is part of a Non-Serviced
Whole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller under Sections 2.01(b)
and (c) of the Pooling and Servicing Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall
be transferred to the Master Servicer) for each Mortgage Loan, and shall take such other actions and pay such costs with respect to the
Mortgage Loans as may be required under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement.

 4

 (d)               
 In accordance with Section 2.01(b) of the Pooling and Servicing Agreement, with respect to letters of credit referred to
in clause (xii) of the definition of “Mortgage File”, the Mortgage Loan Seller shall deliver the original of such letter of
credit to the Master Servicer (with a copy to the Custodian) or, if such original has been submitted by the Mortgage Loan Seller to the
issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master
Servicer (in care of the Trustee) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of
the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the Mortgage Loan Seller shall
be deemed to have satisfied the delivery requirements of this Agreement and the Pooling and Servicing Agreement by delivering with respect
to such letter(s) of credit a copy thereof to the Custodian indicating that such document has been delivered to the issuing bank for reissuance
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, a copy of which shall be delivered to the Custodian within forty-five (45) days of the Closing
Date. 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 Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents,
the Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents
if the Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian
within forty-five (45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the Mortgage Loan 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 Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw
under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master
Servicer on behalf of the Trust.

 In addition, pursuant to
Section 3.01(f) of the Pooling and Servicing Agreement, w ithin sixty (60)
days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of (i) the
receipt of a letter of credit pursuant to this Section 2(d) by the Master Servicer and (ii) the Closing Date, the Mortgage
Loan Seller shall notify each provider of a letter of credit for each Mortgage Loan (other than any Non-Serviced Mortgage Loan) identified
as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee) for the benefit of the Certificateholders
and any related Companion Holders shall be the beneficiary under each such letter of credit.

 In addition, on or prior
to the fifth (5th) Business Day after the Closing Date, the Mortgage Loan Seller, at its expense, shall deliver to the Custodian five
(5) limited powers of attorney substantially in the form attached hereto as Exhibit F in favor of the Custodian (on behalf of the
Trustee), the Master Servicer or the Special Servicer, as applicable, to empower the Custodian (on behalf of the Trustee) and, in the
event of the failure or incapacity of the Custodian (on behalf of the Trustee), the Master Servicer or the Special Servicer, as applicable,
to sign and/or deliver to a third party for submission, or to cause the Custodian to sign and/or deliver to a third party for submission,
for recording, at the expense of the Mortgage Loan Seller, any Mortgage Loan documents required to be recorded as described in Section
2.01 of the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be
included in the Mortgage Files (so long as original counterparts have previously been

 5

 delivered to the Trustee (or the Custodian
on its behalf)). The Mortgage Loan Seller agrees to reasonably cooperate with the Custodian, the Trustee, the Master Servicer or the Special
Servicer, as applicable, in connection with any additional powers of attorney or revisions thereto that are requested by such parties
for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan
by or under authorization by any party hereto except to the extent that the absence of a document described in the second preceding sentence
with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is one hundred eighty (180) days following
the delivery of notice of such absence to the Mortgage Loan Seller, but in no event earlier than eighteen (18) months from the Closing
Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Custodian, the Master
Servicer or the Special Servicer, as applicable, shall submit such documents for recording, at the Mortgage Loan Seller’s expense,
after the periods set forth above, provided , the Custodian, the Master Servicer or the Special Servicer, as applicable, shall not
submit such assignments for recording if the Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any
such assignment for recording and certifies that the Mortgage Loan Seller is awaiting its return from the applicable recording office.

 (e)               
 Notwithstanding anything to the contrary contained herein, with respect to any portion of a Joint Mortgage Loan sold by the Mortgage
Loan Seller, the obligations of each of the Mortgage Loan Seller and Barclays Capital Real Estate Inc. (the “ Other Joint Mortgage
Loan Seller ”) to deliver one or more Mortgage Notes to the Custodian shall be limited to delivery of only the Mortgage Note(s)
held by such party to the Custodian. With respect to any portion of a Joint Mortgage Loan sold by the Mortgage Loan Seller, the obligations
of the Mortgage Loan Seller and the applicable Other Joint Mortgage Loan Seller(s) to deliver the remaining portion of the related Mortgage
File or any document required to be delivered with respect thereto shall be joint and several, provided that either of the Mortgage Loan
Seller or the applicable Other Joint Mortgage Loan Seller(s) may deliver one Mortgage File or one of any other document required to be
delivered with respect to such Joint Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the
Mortgage Loan Seller and the applicable Other Joint Mortgage Loan Seller(s).

 (f)                
 In addition, with respect to the Mortgage Loan identified as Comfort Inn Sylva on the Mortgage Loan Schedule, which is secured
by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of the Mortgage Loan Seller or
the originator of the Mortgage Loan 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 otherwise 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 Mortgage Loan Seller or its designee shall, within forty-five (45) days of the Closing Date (or any shorter period if required by
the applicable comfort letter), provide any such required notice to or make any such required request of the related franchisor (with
a copy to the Master Servicer); and, if the Mortgage Loan Seller receives notice from the Master Servicer that any such comfort letter
with respect to a franchise agreement has not been received within the timeframe provided under Section 2.01(g) of the Pooling and Servicing
Agreement, the Mortgage Loan Seller shall, within a commercially reasonable time after receipt of such notice, obtain a replacement comfort
letter in substantially the same form as the existing comfort letter (or

 6

 any such new document or acknowledgement as
may be contemplated under the existing comfort letter) in favor of the Trust.

 (g)               
 In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer in accordance with
Section 2.01(d) of the Pooling and Servicing Agreement, the following items in its possession: (i) within five (5) Business Days
after the Closing Date, a copy of the Mortgage File for each Mortgage Loan (except that copies of any instruments of assignment that are
returned or delivered, as applicable, to the Custodian by the related public recording office in accordance with the requirements of Section 2.01(c)
of the Pooling and Servicing Agreement shall be delivered by the Custodian to the Master Servicer) and (ii) within five (5) Business
Days after the Closing Date, originals or copies of all financial statements, appraisals, environmental reports, engineering reports,
transaction screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions
and tenant estoppels and any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Whole
Loan that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or Whole Loan in the
possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans or related Whole Loan(s) and, to the extent
that any original documents or copies, as applicable, of the following documents are not required to be a part of a Mortgage File for
any Mortgage Loan or Whole Loan, originals or copies of all documents, certificates and opinions in the possession or under the control
of the Mortgage Loan Seller that were delivered by or on behalf of the related Mortgagors in connection with the origination of such Mortgage
Loans ( provided that the Mortgage Loan Seller shall not be required to deliver any internal communications (including such communications
between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage
Loan Seller or any of its Affiliates for such purposes), draft documents, attorney client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data); provided that the
parties hereto acknowledge and agree that some or all of the items in clauses (i) and (ii) of this sentence have, as of the Closing Date,
been posted to websites to which various parties to the Pooling and Servicing Agreement have access, and if any such items have been so
posted to any such website(s) to which the Master Servicer has access, such items will be deemed to have been delivered to the Master
Servicer in accordance with this sentence; and provided, further, that if the Master Servicer is unable to download such items from such
website(s) after making reasonable efforts to do so and provides notice (which may be delivered by electronic means) to the Mortgage Loan
Seller, the Mortgage Loan Seller shall deliver such items to the Master Servicer by such means as may be reasonably acceptable to the
Master Servicer. In addition, the Mortgage Loan Seller shall, in accordance with Section 2.01(f) of the Pooling and Servicing Agreement,
deliver to it and deposit with, or cause to be delivered to and deposited with, the Master Servicer within three (3) Business Days after
the Closing Date, all unapplied reserve funds and Escrow Payments in the possession or under the control of the Mortgage Loan Seller
that relate to the Mortgage Loans (other than any Non-Serviced Whole Loans). In addition, not later than the Closing Date, the Mortgage
Loan Seller shall provide to the Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation
of the initial CREFC ® Financial File and CREFC ® Loan Periodic Update File required to be delivered by the
Master Servicer under the Pooling and Servicing Agreement.

 7

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

 (i)                 
 The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling
and Servicing Agreement (except with respect to the Administrative Cost Rate). The Mortgage Loan Seller shall, within fifteen (15) days
of its discovery or receipt of notice of any error on the Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the
Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule; provided that this sentence shall not be construed
to relieve the Mortgage Loan Seller of any liability for any related Breach or to shorten the period available to the Mortgage Loan Seller
with respect to the cure, repurchase or substitution provisions with respect to a Material Defect set forth in Section 5 .

 (j)                 
 Notwithstanding anything to the contrary, the Purchaser and the Mortgage Loan Seller hereby acknowledge and agree that with respect
to any Mortgage Loans being identified in the Pooling and Servicing Agreement as being subject to Retained Defeasance Rights and Obligations,
the Mortgage Loan Seller has transferred to a third party or has retained the right of the lender under the Mortgage Loan documents to
receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate or establish the successor
borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case
if there is a defeasance of such Mortgage Loan. The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if
the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan with Retained Defeasance Rights and Obligations,
then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Mortgage Loan Seller
or its assignee; and (ii) until such time as the Mortgage Loan Seller provides written notice to the contrary, notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations shall be delivered to the Mortgage Loan Seller pursuant to the notice
provisions of the Pooling and Servicing Agreement.

 Section 3.                
 Examination of Mortgage Loan Files and Due Diligence Review . The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by
or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial
or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans,
shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s
representations and warranties made pursuant to Section 4 , except as expressly set forth in Section 5 .

 Section 4.                
 Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser . (a)	The
Mortgage Loan Seller hereby makes, as of the Time of Sale and

 8

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

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

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

 (d)               
 The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s
role as “originator” for purposes of Regulation AB (or the role of any third party as “originator” of any Mortgage
Loan for which the Mortgage Loan Seller was not the originator for purposes of Regulation AB) and “sponsor” for purposes of
Regulation AB in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related
Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus
complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for
which compliance is required as of the date hereof. As used herein, “ Regulation AB ” means Subpart 229.1100 –
Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and
subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange
Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance
dates specified therein. Notwithstanding anything herein to the contrary, this Section 4(d) shall run exclusively for the benefit
of the Purchaser and no other party.

 (e)               
 With respect to each Servicing Function Participant that services a Mortgage Loan as of the Closing Date, the Mortgage Loan Seller
either (i) represents and warrants that as of the Closing Date such Servicing Function Participant is an Initial Sub-Servicer
under the Pooling and Servicing Agreement or (ii) (A) represents and warrants that it has caused each such Servicing Function
Participant to be required to comply, as evidenced by written documentation between each such Servicing Function Participant and the Mortgage
Loan Seller, with all reporting requirements set forth in Article XI of the Pooling and Servicing Agreement (including but not limited
to the indemnification of each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising
out of the delivery of any Deficient Exchange Act Deliverable) applicable to such Servicing Function

 9

 Participant for the Mortgage Loans and (B) covenants
with the Purchaser that, for so long as the Trust is subject to the reporting requirements of the Exchange Act, it shall cause each Servicing
Function Participant that services a Mortgage Loan as of the Closing Date to comply with all reporting requirements set forth therein.

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

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

 (h)               
 [Reserved.]

 (i)                 
 Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall deliver or cause to be delivered an electronic copy
of the Diligence File for each Mortgage Loan to the Depositor by uploading such Diligence File (including, if applicable, any additional
documents that the Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review
on such Mortgage Loan; provided that such documents are clearly labeled and identified) to the Designated Site, each such Diligence
File being organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the Mortgage
Loan Seller.

 (j)                 
 Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall provide to the Depositor a certificate substantially
in the form of Exhibit E , with a copy to each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the

 10

 Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor, each of which may be sent by email.

 (k)               
 If, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is missing any document that
is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection with its completion of the Asset
Review, then, upon written request of the Asset Representations Reviewer, the Mortgage Loan Seller shall provide to the Asset Representations
Reviewer, within ten (10) Business Days of receipt of such written request, any such document; provided , however ,
that the Mortgage Loan Seller shall be required to deliver such missing document only to the extent that such document is in the possession
of the Mortgage Loan Seller, but in any event excluding any documents that contain information that is proprietary to the related originator
or the Mortgage Loan Seller or any draft documents or privileged or internal communications.

 (l)                 
 Upon the completion of an Asset Review with respect to each Mortgage Loan in accordance with the Pooling and Servicing Agreement
and receipt of a written invoice from the Asset Representations Reviewer, the Mortgage Loan Seller shall pay the Asset Representations
Reviewer Asset Review Fee for the Mortgage Loans (or with respect to any portion of a Joint Mortgage Loan sold by the Mortgage Loan Seller,
a fee equal to the Asset Representation Reviewer Asset Review Fee for such entire Joint Mortgage Loan, multiplied by the Mortgage Loan
Seller Percentage Interest for the related Joint Mortgage Loan for the Mortgage Loan Seller, subject to that Asset Review within sixty
(60) days of such written invoice from the Asset Representations Reviewer. If any fees payable pursuant to this Section 4(l)
are paid by the Trust pursuant to Section 12.02(b) of the Pooling and Servicing Agreement, the Mortgage Loan Seller shall reimburse
the Trust for the amount of any such fees.

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

 (n)               
 The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser against any and all expenses, losses, claims, damages
and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any
claim or litigation arising out of or based upon any failure by the Mortgage Loan Seller to (A) pay the fees described under Section 4(l)
above within sixty (60) days of written request by the Asset Representations Reviewer or (B) within sixty (60) days
of the Closing Date (or such later date specified herein or in the Pooling and Servicing Agreement), provide all documents required to
be delivered by it pursuant to Section 4(i) of this Agreement and under the definition of “Diligence File” in
the Pooling and Servicing Agreement.

 (o)               
 The Mortgage Loan Seller covenants with the Purchaser that if, on or prior to the later of (i) the ninetieth (90th) day
following the Closing Date and (ii) the date upon which all Certificates have been sold to parties unaffiliated with the Depositor,
as a result of the occurrence of any event that occurred prior to the Closing Date with respect to the Mortgage Loans or the Mortgage
Loan Seller (and the Mortgage Loan Seller hereby covenants to promptly notify

 11

 the Depositor, the Underwriters and the Initial
Purchasers of the occurrence of any such event to the extent it has knowledge thereof), an amendment or supplement to the Prospectus
or Private Placement Memorandum, including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the
Mortgage Loans or the Mortgage Loan Seller, is necessary to be delivered in connection with sales of the Certificates by the Underwriters,
the Initial Purchasers or a dealer, in order to correct any untrue statement of a material fact or any omission to state a material fact
required to be stated therein (solely in the case of the Prospectus) or necessary to make the statements therein, in the light of the
circumstances when the Prospectus or Private Placement Memorandum is delivered to a purchaser, not misleading, or an amendment or supplement
to the Prospectus or Private Placement Memorandum, including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information
regarding the Mortgage Loans or the Mortgage Loan Seller, is necessary to comply with applicable law, the Mortgage Loan Seller shall
do all things necessary (or, with respect to information relating to the Mortgage Loans, provide all information in its possession) to
assist the Depositor to prepare and furnish, at the expense of the Mortgage Loan Seller (to the extent that such amendment or supplement
relates to the Mortgage Loan Seller, the Mortgage Loans and/or any information describing the same, as provided by the Mortgage Loan
Seller), to the Underwriters and Initial Purchasers such amendments or supplements to the Prospectus or Private Placement Memorandum
as may be necessary, so that the statements in the Prospectus or Private Placement Memorandum as so amended or supplemented, including
Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the Mortgage Loans or the Mortgage Loan Seller,
will not so contain an untrue statement of material fact or omit to state a material fact required to be stated therein (solely in the
case of the Prospectus) or necessary to make the statements therein, in the light of the circumstances when the Prospectus or Private
Placement Memorandum is delivered to a purchaser, not misleading or so that the Prospectus or Private Placement Memorandum (as so annexed
or supplemented), including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the Mortgage Loans
or the Mortgage Loan Seller, will not so fail to comply with applicable law. All terms used in this Section 4(o) and not
otherwise defined herein shall have the meaning set forth in the Indemnification Agreement. Notwithstanding the foregoing, the Mortgage
Loan Seller shall have no affirmative obligation to monitor the performance of the Mortgage Loans or any changes in condition or circumstance
of any Mortgaged Property, Mortgagor, guarantor or any of their Affiliates after the Closing Date in connection with its obligations
under this Section 4(o) . The Underwriters and Initial Purchasers are third-party beneficiaries of the provisions set forth in
this Section 4(o) .

 Section 5.                
 Notice of Breach; Cure, Repurchase and Substitution . (a) The Mortgage
Loan Seller shall, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii) ,
the Mortgage Loan Seller’s receipt of notice from any party to the Pooling and Servicing Agreement or, if earlier, the Mortgage
Loan Seller’s discovery of, a Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being
a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the
discovery by the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement of such Material Defect and (y) receipt
of notice of the Material Defect from any party to the Pooling and Servicing Agreement (such ninety (90) day period, the “ Initial
Cure Period ”), (A) cure such Material Defect in all material respects, at the Mortgage Loan Seller’s own expense,
including reimbursement of any related reasonable additional expenses of

 12

 the Trust reasonably incurred by any party
to the Pooling and Servicing Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion
Loan, if applicable), at the applicable Purchase Price and in conformity with this Agreement and Section 2.03 of the Pooling and
Servicing Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) for such affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) (provided
that in no event shall any such substitution occur on or after 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 and in conformity with this Agreement
and Section 2.03 of the Pooling and Servicing Agreement; provided , however , that except with respect to a Material Defect
resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s
title insurance required pursuant to clause (viii) of the definition of “ Mortgage File ” by a date not later than eighteen
(18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period,
and the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure
Period, the Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure
Period (such additional ninety (90) day period, the “ Extended Cure Period ”) to complete such cure (or, failing such
cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Companion Loan, if applicable) or substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided ,
 further , that with respect to such Extended Cure Period the Mortgage Loan Seller has delivered an officer’s certificate to
the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information
Provider), the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and (with respect to any
Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder,
setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the Mortgage
Loan Seller is pursuing in connection with the cure thereof and stating that the Mortgage Loan Seller anticipates that such Material Defect
will be cured within the Extended Cure Period; and provided , further , that, if any such Material Defect is not cured after
the Initial Cure Period and any such Extended Cure Period solely due to the failure of the Mortgage Loan Seller to have received the recorded
document, then the Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in
respect of such Material Defect until eighteen (18) months after the Closing Date so long as the Mortgage Loan Seller certifies to the
Trustee, the Master Servicer, the Special Servicer, the Directing Certificateholder (in the case of the Directing Certificateholder, prior
to the occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator no less than every ninety (90)
days, beginning at the end of such Extended Cure Period, that the Material Defect is still in effect solely because of the failure of
the applicable recording office to have recorded as filed or returned evidence of filing the document (or made such evidence available
online) and that the Mortgage Loan Seller is diligently pursuing the cure of such Material Defect (specifying the actions being taken).
Notwithstanding the foregoing, any Defect or Breach that causes any Mortgage Loan not to be a “qualified mortgage” (within
the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests
of

 13

 Certificateholders therein, and (subject to
the Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased
or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to
be repurchased, the funds in the amount of the Purchase Price remitted by the Mortgage Loan Seller are to be remitted by wire transfer
to the Master Servicer for deposit into the Collection Account. Any such repurchase or substitution of a Mortgage Loan shall be on a whole
loan, servicing released basis.

 If the Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan agrees to a Loss of Value Payment,
pursuant to any agreement or a settlement between the Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trust (and, with
respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with the consent of the Directing
Certificateholder if no Control Termination Event has occurred and is continuing) with respect to such Mortgage Loan, the amount of such
Loss of Value Payment shall be remitted by wire transfer to the Special Servicer for deposit into the Loss of Value Reserve Fund. The
Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect of such Loss of Value
Payment and the portion of fees of the Asset Representations Reviewer payable pursuant to Section 4(l) above attributable to the
Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller; provided , however , that if a Material
Defect relates to any Joint Mortgage Loan, the Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage Interest
in such Joint Mortgage Loan of all such costs and expenses unless such Material Defect relates solely to the Mortgage Note sold hereunder
by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available
to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage
Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect
under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between the Mortgage Loan Seller
and the Enforcing Servicer, on behalf of the Trust. The following terms shall apply to any Loss of Value Payment: (i) prior to any agreement
or settlement between the Mortgage Loan Seller and the Enforcing Servicer, nothing in this paragraph shall preclude the Mortgage Loan
Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in
this Agreement (excluding this paragraph) or the Pooling and Servicing Agreement (including any right to cure, repurchase or substitute
for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and
(iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan
to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.

 The Mortgage Loan Seller’s
obligation to cure any Material Defect, repurchase or substitute for any affected Mortgage Loan or pay the Loss of Value Payment or other
required payment pursuant to this Section 5 shall constitute the sole remedy available to the Purchaser in connection with a Material
Defect; provided , however , that no limitation of remedy is implied with respect to the Mortgage Loan Seller’s breach
of its obligation to cure, repurchase or substitute in

 14

 accordance with the terms and conditions of
this Agreement. It is acknowledged and agreed that the representations and warranties are being made for risk allocation purposes.

 The Mortgage Loan Seller
agrees that, with respect to any Non-Serviced Mortgage Loan, any “Material Defect” relating to a “Defect” in the
related “Mortgage File” (or analogous terms) under the related Non-Serviced PSA shall constitute a Material Defect under
this Agreement to the extent the Mortgage Loan Seller repurchases the Non-Serviced Companion Loan from the trust created pursuant to such
Non-Serviced PSA by reason of such “Material Defect”; provided , however , that the foregoing shall not apply
to any Material Defect (or analogous term) related solely to the promissory note for any related Non-Serviced Companion Loan.

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

 If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan
document(s), then the Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach
and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable pursuant to Section 4(l) above to
the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such
Mortgage Loan; provided , however , that if a Breach relates to any Joint Mortgage Loan, the Mortgage Loan Seller shall be
responsible for its Mortgage Loan Seller Percentage Interest in such Joint Mortgage Loan of all such costs and expenses unless such Breach
relates solely to the Mortgage Note sold hereunder by the Mortgage Loan Seller; provided , further , however , that
in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have the option to either repurchase or substitute
for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding
sentence, the Mortgage Loan Seller shall remit the amount of such costs and expenses to the Special Servicer for disbursement to the applicable
Persons and upon its making such remittance, the Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the
extent any fees or expenses that are the subject of a cure by the Mortgage Loan Seller are subsequently obtained from the related Mortgagor,
the portion of the cure payment made by the Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall
promptly be returned to the Mortgage Loan Seller.

 Notwithstanding anything
contained in this Agreement or the Pooling and Servicing Agreement, no delay in either the discovery of a Material Defect or in providing
notice of such Material Defect shall relieve the Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make
a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under this Agreement or the Pooling
and Servicing Agreement unless (i) the Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii)
such delay is a result of the failure by the Purchaser or by any other party to the Pooling and Servicing Agreement, to provide prompt
notice as required by the terms of this Agreement or

 15

 the Pooling and Servicing Agreement, after
such party has actual knowledge of such Material Defect (it being understood that knowledge shall not be deemed to exist by reason of
the Custodial Exception Report), (iii) such Material Defect does not relate to the applicable Mortgage Loan not being a “qualified
mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective obligation to be treated as a qualified mortgage, and (iv) such delay or failure to provide notice (as required
by the terms of this Agreement or the Pooling and Servicing Agreement) prevented the Mortgage Loan Seller from curing such Material Defect
and such Material Defect was otherwise curable. Notwithstanding anything contained in this Agreement, if a Mortgage Loan is not secured
by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home,
assisted living facility, self-storage facility, theater or fitness center (operated by a Mortgagor), then the failure to deliver copies
of the UCC financing statements with respect to such Mortgage Loan pursuant to Section 2 hereof shall not be a Material Defect.

 If there is a Material Defect
with respect to one or more Mortgaged Properties securing a Mortgage Loan, the Mortgage Loan Seller shall not be obligated to repurchase
the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the
related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy
the requirements, if any, set forth in the Mortgage Loan documents and the Mortgage Loan Seller provides an Opinion of Counsel to the
effect that such release would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

 Notwithstanding anything
to the contrary herein, the Mortgage Loan Seller’s obligation in respect of a Material Defect with respect to any portion of a Joint
Mortgage Loan sold by it shall be solely in respect of the Mortgage Loan Seller’s pro rata share of such Joint Mortgage Loan
based on its Mortgage Loan Seller Percentage Interest in such Joint Mortgage Loan.

 If the Mortgage Note with
respect to any portion of a Joint Mortgage Loan sold by the Mortgage Loan Seller in favor of the Mortgage Loan Seller and its successors
and assigns is repurchased or replaced by the Mortgage Loan Seller pursuant to this Section 5(a) , and at least one other related
mortgage note evidencing such Joint Mortgage Loan is not repurchased or replaced by the applicable Other Joint Mortgage Loan Seller(s)
and such mortgage note(s) remain in the Trust, then the Mortgage Loan Seller and the Purchaser hereby agree that (i) the provisions in
 Section 3.34 of the Pooling and Servicing Agreement and the related Intercreditor Agreement shall govern the servicing and administration
of such Joint Mortgage Loan, and if the Joint Mortgage Loan is not subject to an Intercreditor Agreement, the repurchasing Mortgage Loan
Seller shall enter into an Intercreditor Agreement reasonably acceptable to the repurchasing Mortgage Loan Seller that provides that the
Mortgage Loan will be serviced pursuant to the Pooling and Servicing Agreement and servicing decisions with respect to the Mortgage Loan
will be made by the holder of the note included in the Trust, (ii) the Mortgage Loan Seller and its successors and assigns in respect
of such repurchased or replaced Mortgage Note shall be bound by such Section 3.34 as if it were a party to the Pooling and Servicing
Agreement and (iii) the Mortgage Loan Seller and its successors and assigns shall from time to time (as may be necessary) deliver to the
Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents constituting or related to the

 16

 applicable Mortgage Note repurchased by it,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or
trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided
by the related Mortgage Note or Mortgage or otherwise available at law or equity with respect to the related Mortgage Note.

 (b)               
 Whenever one or more Qualified Substitute Mortgage Loans are substituted for a Defective Loan by the Responsible Repurchase Party
as contemplated by this Section 5 , upon direction by the Enforcing Servicer, the Responsible Repurchase Party shall deliver to
the Custodian the related Mortgage File and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies or such
Qualified Substitute Mortgage Loans satisfy, as the case may be, all of the requirements of the definition of “Qualified Substitute
Mortgage Loan” in the Pooling and Servicing Agreement. No mortgage loan may be substituted for a Defective Loan as contemplated
by this Section 5 if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan, in which case, absent a
cure of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased as contemplated hereby. Periodic Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related date of substitution, and Periodic Payments due
with respect to each corresponding Deleted Mortgage Loan (if any) after its respective Cut-off Date and on or prior to the related date
of substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any)
on or prior to the related date of substitution, and Periodic Payments due with respect to each corresponding Defective Loan that is purchased
or repurchased, as the case may be, or replaced with one or more Qualified Substitute Mortgage Loans (any such Mortgage Loan, a “ Deleted
Mortgage Loan ”) (if any) after the related date of substitution, shall not be part of the Trust Fund and are to be remitted
by the Master Servicer to the Responsible Repurchase Party promptly following receipt.

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

 If any Mortgage Loan that
is part of a Crossed Mortgage Loan Group is required to be repurchased or substituted, the provisions of Section 2.03(h), Section 2.03(i)
and Section 2.03(j) of the Pooling and Servicing Agreement shall apply.

 (c)               
 The Responsible Repurchase Party shall be entitled, and the Purchaser shall cause the Pooling and Servicing Agreement to entitle
the Responsible Repurchase Party, upon the date when the full amount of the Purchase Price or Substitution Shortfall Amount (as the case
may be) for any Mortgage Loan repurchased or replaced as contemplated by this Section 5 has been deposited in the account
designated therefor by the Trustee as the assignee of the Purchaser (or the Master Servicer on behalf of the Trustee) and, if applicable,
receipt by the Trustee as the assignee of the Purchaser (or the Custodian) of the Mortgage File for each Qualified Substitute Mortgage

 17

 Loan (if any) to be substituted for a Deleted
Mortgage Loan, together with any certifications and/or opinions required pursuant to this Section 5 to be delivered by the Responsible
Repurchase Party, to (i) a release of the Mortgage File and any other items required to be delivered by the Mortgage Loan Seller
under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement for the Deleted Mortgage Loan to the Responsible Repurchase
Party or its designee, (ii) the execution and delivery of such instruments of release, transfer and/or assignment, in each case without
recourse, as shall be prepared by the Responsible Repurchase Party and are reasonably necessary to vest in the Responsible Repurchase
Party or its designee the legal and beneficial ownership of such Deleted Mortgage Loan (including property acquired in respect thereof
and proceeds of any insurance policy with respect thereto), and (iii) the execution and delivery of notice to the affected Mortgagor
of the retransfer of such Deleted Mortgage Loan. In connection with any such repurchase or substitution by the Responsible Repurchase
Party, the Purchaser shall also cause the Pooling and Servicing Agreement to require each of the Master Servicer and the Special Servicer
to deliver to the Responsible Repurchase Party or its designee, and the Responsible Repurchase Party or its designee shall be entitled
to delivery from the Master Servicer and the Special Servicer of, any portion of the related Servicing File, together with any Escrow
Payments, reserve funds and any other items required to be delivered by the Mortgage Loan Seller under Sections 2.01(b) and (c) of
the Pooling and Servicing Agreement, held by or on behalf of the Master Servicer or the Special Servicer, as the case may be, with respect
to the Deleted Mortgage Loan, in each case at the expense of the Responsible Repurchase Party.

 (d)               
 [Reserved.]

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

 (f)                
 If the Mortgage Loan Seller and Responsible Repurchase Party are not the same Person, the Mortgage Loan Seller will provide the
Responsible Repurchase Party copies of any 15Ga-1 Notice delivered to the Mortgage Loan Seller pursuant to the Pooling and Servicing
Agreement. The Mortgage Loan Seller (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be
repurchased or replaced, whether arising from a Material Defect or other breach of a representation or warranty, such recipient a “ Seller
Request Recipient ” and such request or demand, a “ Repurchase Request ”) agrees to provide to the Purchaser:
(i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request is a 15Ga-1 Notice; (ii) written
notice of (A) the existence of any dispute regarding such Repurchase Request, whether written or oral, between such Seller Request
Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Cure Period, or, if applicable,
any Extended Cure Period, (C) the withdrawal of such Repurchase Request by the Person making such Repurchase Request, (D) the
rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase or replacement of any Mortgage Loan
pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing Agreement; and (iii) upon reasonable request of the Purchaser
(subject to Section 5(g) ), such other information in the Seller Request Recipient’s possession as would be necessary to
permit the Purchaser to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled

 18

 repurchase or replacement requests or demands
of any Person relating to any Mortgage Loan or to comply with any other obligations applicable to it under law or regulation.

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

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

 (h)               
 The Mortgage Loan Seller shall provide to the Purchaser relevant portions of any Form ABS-15G that the Mortgage Loan Seller is
required to file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any
Repurchase Request with respect to any Mortgage Loan) on or before the date that is five (5) Business Days prior to the date such
Form ABS-15G is required to be filed with the

 19

 Commission. Promptly upon request, the Purchaser
shall provide or cause to be provided to the Mortgage Loan Seller such information regarding the principal balance of any Mortgage Loan
as is necessary in order for the Mortgage Loan Seller to prepare any such Form ABS-15G.

 (i)                 
 The Purchaser shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Purchaser is required
to file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any Mortgage
Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date
such Form ABS-15G is required to be filed with the Commission. The Trust’s CIK# is 0002135998.

 Section 6.                
 Closing . The closing of the sale of the Mortgage Loans (the “ Closing ”) shall be held at the offices of
special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.

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

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

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

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

 (iv)                      The result
of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on
behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;

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

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

 20

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

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

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

 (x)                          Prior to
the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor
a sub-certification (the “ Mortgage Loan Seller Sub-Certification ”) to the certification provided by the Chief Executive
Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB.

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

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

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

 (ii)                         The Indemnification
Agreement, duly executed by the respective parties thereto;

 (iii)                      A Secretary’s
Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage
Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching
thereto as exhibits the organizational documents of the Mortgage Loan Seller;

 (iv)                      A certificate
of good standing with respect to the Mortgage Loan Seller issued by the Secretary of State of the State of Delaware not earlier than
thirty (30) days prior to the Closing Date or otherwise reasonably acceptable to the Depositor, and upon which the Interested
Parties may rely;

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

 (vi)                      A written
opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties
and the Trustee,

 21

 relating to the Mortgage Loan Seller’s
due authorization, execution and delivery of this Agreement and the Indemnification Agreement;

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

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

 (ix)                       A letter
from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with
respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information
regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may
be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special
counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private
Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller
or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in
the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding
the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions
of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;

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

 22

 counsel stating that the other Interested
Parties and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof;

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

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

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

 Section 8.                
 Additional Reporting Under Regulation AB . With respect to any period during which the Trust is subject to the reporting
requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Purchaser and the Certificate Administrator any information
that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only
if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor,
if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is
required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as
a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage
Loans) under the terms of Exhibit BB or Exhibit CC to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan
Seller (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning
of Regulation AB, of any Mortgage Loans) does not constitute the “Party Responsible” for any “Form 8-K Information”
set forth on Exhibit DD of the Pooling and Servicing Agreement). In each case, such delivery shall be made in a form ready for inclusion
in the related filing (and in a data file-type readily convertible to an EDGAR form), including a

 23

 summary of material information if requested
by the Purchaser, or in such other form as otherwise agreed by the Purchaser, the Certificate Administrator and the Mortgage Loan Seller.
In each case, such delivery shall be made not later than five (5) calendar days after the related Distribution Date (in the case of any
such “ Additional Form 10-D Information ”), and no later than March 1 of each year subsequent to the fiscal
year that the Trust is subject to the Exchange Act reporting requirements (in the case of any such “ Additional Form 10-K
Information ”). In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be
reported on Form 10-D or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Commission
thereunder. The obligation of Mortgage Loan Seller to provide the above-referenced disclosure materials shall be suspended (for so long
as neither the Trust nor, with respect to any Serviced Companion Loan related to a Serviced Pari Passu Mortgage Loan sold to the Trust
by Seller, the trust in the related Other Securitization, is subject to the reporting requirements of the Exchange Act), as to any fiscal
year, upon the Certificate Administrator or the Trustee, as applicable, filing the form necessary to be filed with the Commission to suspend
the Trust’s reporting obligations under the Exchange Act as to that fiscal year in accordance with Section 11.08 of the Pooling
and Servicing Agreement or the reporting requirements with respect to the Trust under the Exchange Act have otherwise been automatically
suspended; provided that for the avoidance of doubt, the suspension of such information reporting does not apply to information that is
required to be provided for the fiscal year prior to suspension of the Trust’s reporting requirements under the Exchange Act (including
Additional Form 10-K Information required to be disclosed on the Form 10-K related to the fiscal year preceding the year in which the
form necessary to be filed with the Commission to suspend the Trust’s reporting obligations under the Exchange Act was filed).

 In addition, with respect
to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall reasonably
cooperate with each of the Depositor, the Master Servicer and the Certificate Administrator, upon the reasonable request of such party,
by providing all Mortgage Loan-related documents, data and information in the possession of the Seller at or prior to the Closing Date
and necessary for the ongoing compliance by the Depositor and the Trust with the requirements of Form 10-D with respect to Items 1111
and 1125 of Regulation AB; provided that the Seller shall not be required to provide any documents that are proprietary to the
related originator or the Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.

 Section 9.                
 Costs . Whether or not this Agreement is terminated, the Mortgage Loan Seller will pay its pro rata share (the
Mortgage Loan Seller’s pro rata portion to be determined according to the percentage that the aggregate Cut-off Date
Balance of all the Mortgage Loans represents as to the aggregate Cut-off Date Balance of all the mortgage loans of 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 set-up fees, costs and expenses of the Trustee, the Certificate Administrator and their respective
counsel; (iv) the fees and disbursements of a firm of certified public accountants selected by the Purchaser and the Mortgage Loan
Seller with respect to numerical information in respect of the Mortgage Loans and the Certificates included in the Preliminary Prospectus,
the Preliminary Private Placement

 24

 Memorandum, the Prospectus and the Private
Placement Memorandum or any other marketing materials or structural and collateral term sheets (or any similar item), including the cost
of obtaining any agreed-upon procedures letters with respect to such items; (v) the costs and expenses in connection with the qualification
or exemption of the Certificates under state securities or blue sky laws, including filing fees and reasonable fees and disbursements
of counsel in connection therewith; (vi) the costs and expenses in connection with any determination of the eligibility of the Certificates
for investment by institutional investors in any jurisdiction and the preparation of any legal investment survey, including reasonable
fees and disbursements of counsel in connection therewith; (vii) the costs and expenses in connection with printing (or otherwise
reproducing) and delivering this Agreement and the furnishing to the Underwriters or the Initial Purchasers, as applicable, of such copies
of the Preliminary Prospectus, the Preliminary Private Placement Memorandum, the Prospectus and the Private Placement Memorandum or any
other marketing materials or structural and collateral term sheets (or any similar item) and this Agreement as the Underwriters and the
Initial Purchasers may reasonably request; (viii) the fees of the rating agency or agencies engaged to consider rating the Certificates
or hired and requested to rate the Certificates; (ix) all registration fees incurred by the Purchaser in connection with the filing
of its Registration Statement allocable to the issuance of the Registered Certificates; (x) the upfront fee payable to the Asset Representations
Reviewer on the Closing Date in the amount agreed by the parties hereto; and (xi) the reasonable fees and expenses of special counsel
to the Purchaser.

 Section 10.            
 Notices . All demands, notices and communications hereunder shall be in writing, and shall be deemed to have been duly given
when delivered (or, in the case of facsimile or electronic notices, when received), if to the Purchaser (except as otherwise provided
in Section 4(j) ), addressed to the address for such party set forth in Section 13.05 of the Pooling and Servicing Agreement, or
such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing; or, if to the Mortgage Loan Seller, to
the address for such party set forth in Section 13.05 of the Pooling and Servicing Agreement or such other address as may be designated
by the Mortgage Loan Seller to the Purchaser in writing.

 Section 11.            
 Miscellaneous . Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated
except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination
is sought to be enforced. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,”
“signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement
or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated
with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,

 25

 without limitation, any state law based on
the Uniform Electronic Transactions Act or the Uniform Commercial Code. This Agreement will inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns, and no other person (other than an identified third-party beneficiary)
will have any right or obligation hereunder. The Mortgage Loan Seller shall be an express third party beneficiary to the Pooling and Servicing
Agreement to the extent set forth therein. The Asset Representations Reviewer shall be an express third party beneficiary of Sections
4(i) , 4(k) and 4(l) of this Agreement.

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

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

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

 26

 EXTENT PERMITTED BY APPLICABLE LAW ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATING
TO OR ARISING OUT OF THIS AGREEMENT.

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

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

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

 Section 18.            
 Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters
addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters;
 provided , however , that in no event shall this provision be construed to limit the effect of the Indemnification Agreement
or the memorandum of understanding dated May 27, 2026 among the Mortgage Loan Seller, the Purchaser and certain other parties or any separate
acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.

  

 Section 19.            
 Recognition of U.S. Special Resolution Regimes .

 (i)                            In the event
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest
and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under,
and any

 27

 property securing, this Agreement) were
governed by the laws of the United States or a State of the United States.

 (ii)                         In the
event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws
of the United States or a State of the United States.

 (iii)                      For the
purposes of this Section 19 and Section 20 , the following definitions apply:

 “ BHC Affiliate ”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

 “ Covered Party ”
means any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R.
§47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

 “ Default Right ”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as
applicable.

 “ U.S. Special Resolution
Regime ” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 Section 20.            
 Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings .

 (i)                            Notwithstanding
anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19 , no party to
this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related,
directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or
similar proceeding (each an “ Insolvency Proceeding ”), except to the extent the exercise of such Default Right would
be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as
applicable.

 (ii)                         After a
BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default
Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden
of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

 28

 [SIGNATURE PAGE FOLLOWS]

 29

 IN WITNESS WHEREOF, the Mortgage
Loan Seller and the Purchaser have caused t…

EX-99.3 · MORTGAGE LOAN PURCHASE AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 24, 2026

EX-99.3
 18
 exh99_3-keybankmlpa.htm
 MORTGAGE LOAN PURCHASE AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 24, 2026

 Exhibit 99.3

 EXECUTION VERSION

 MORTGAGE LOAN PURCHASE AGREEMENT

 This Mortgage Loan Purchase
Agreement (this “ Agreement ”), is dated and effective as of June 24, 2026, between KeyBank National Association, as
seller (in such capacity, together with its successors and permitted assigns hereunder, the “ Mortgage Loan Seller ”
or “ Seller ”) and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors
and permitted assigns hereunder, the “ Purchaser ”).

 RECITALS

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

 The Purchaser intends to
create a trust (the “ Trust ”), the primary assets of which will be a segregated pool of commercial, multifamily and/or
manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such
assets collectively, the “ Trust Fund ”) will be evidenced by a series of mortgage pass-through certificates (the “ Certificates ”).
Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “ Rating Agencies ”).
Certain classes of Certificates (the “ Registered Certificates ”) will be registered under the Securities Act of 1933,
as amended (the “ Securities Act ”), and certain classes of Certificates (the “ Non-Registered Certificates ”)
will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated and effective as of June 1, 2026 (the “ Pooling and Servicing Agreement ”), among Barclays
Commercial Mortgage Securities LLC, as depositor (the “ Depositor ”), Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer (the “ Master Servicer ”), LNR Partners, LLC, as special servicer (the “ Special
Servicer ”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ Certificate
Administrator ”), as custodian (in such capacity, the “ Custodian ”), and as trustee (in such capacity, the
“ Trustee ”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “ Operating Advisor ”)
and as asset representations reviewer (in such capacity, the “ Asset Representations Reviewer ”). Capitalized terms used
but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement (including
Schedule 4 thereto) as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the
definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b)
in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision
of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date.
It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its
purchase of the Mortgage Loans hereunder.

 The Purchaser intends to
sell the Registered Certificates to Barclays Capital Inc. (“ Barclays Capital ”), Goldman Sachs & Co. LLC (“ GS&Co. ”),
KeyBanc Capital Markets Inc. (“ KeyBanc ”), Citigroup Global Markets Inc. (“ CGMI ”), SG Americas Securities,
LLC (“ SGAS ”), Deutsche Bank Securities Inc. (“ DBSI ”), Bancroft Capital, LLC (“ Bancroft ”)
and Drexel Hamilton, LLC (“ Drexel ”) (collectively, in such capacity, the “ Underwriters ”) pursuant
to an underwriting agreement (the “ Underwriting Agreement ”), dated as of June 2, 2026 (the “ Pricing Date ”),
among the Purchaser, Barclays Capital Real Estate Inc. (“ BCREI ”) and the Underwriters. The Purchaser intends to sell
the Non-Registered Certificates to Barclays Capital, GS&Co., KeyBanc, CGMI, SGAS, DBSI, Bancroft and Drexel (collectively, in such
capacity, the “ Initial Purchasers ”) pursuant to a certificate purchase agreement, dated as of the Pricing Date (the
“ Certificate Purchase Agreement ”), among the Purchaser, BCREI and the Initial Purchasers. The Certificates are more
fully described in (a) the Prospectus (including all annexes and exhibits thereto and information incorporated therein by reference
as of the date of filing thereof), relating to the Registered Certificates and (b) the Private Placement Memorandum (including all
annexes and exhibits), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.

 The Mortgage Loan Seller
will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure
regarding the Mortgage Loans that is contained in (a) the Preliminary Prospectus, relating to the Registered Certificates (including
all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale, as defined in Schedule
4 to the Pooling and Servicing Agreement), (b) the Preliminary Private Placement Memorandum, relating to the Non-Registered Certificates
(including all annexes and exhibits thereto), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain
other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of
the Pricing Date (the “ Indemnification Agreement ”), among the Mortgage Loan Seller, the Depositor, the Underwriters
and the Initial Purchasers.

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

 Section 1.                
 Agreement to Purchase . The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser,
without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan
Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take
place on June 24, 2026 or such other date as shall be mutually acceptable to the parties hereto (the “ Closing Date ”).
As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due
on the Mortgage Loans, if any, on or before such date, whether or not received, of $90,316,130, subject to a variance of plus or minus
5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the
Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is
responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately
available funds or by such other method as shall be mutually acceptable to the parties hereto.

 2

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

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

 It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the Mortgage Loan Seller
will receive the benefit of any securitization indemnification provisions in the Mortgage Loan documents.

 (b)               
 The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto
to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage
Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such
conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then:
(i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed
to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security
interest in all of the Mortgage Loan Seller’s right, title and

 3

 interest, whether now owned or hereafter acquired,
in and to (1) the Mortgage Loans, (2) all documents included in the related Mortgage Files and Servicing Files, (3) all
scheduled payments of principal and interest due on the Mortgage Loans after their respective Cut-off Dates, and (4) all other recoveries
of principal and interest collected thereon after their respective Cut-off Dates (other than scheduled payments of principal and interest
due on the Mortgage Loans on or before their respective Cut-off Dates and collected after such respective Cut-off Dates or, in the case
of Qualified Substitute Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date); (iii) the
assignment by the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be
deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of
the Mortgage Notes with respect to the Mortgage Loans subject hereto from time to time and such other items of property as constitute
instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession
by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and
(v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications
to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser
for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create
a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

 (c)               
 In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the
Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause
(i) of the definition of “Mortgage File” in Section 1.01 of the Pooling and Servicing Agreement (or, alternatively, if
the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified
in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is forty-five (45) days following
the Closing Date (or such later date as may be provided under Sections 2.01(b) or (c) of the Pooling and Servicing Agreement with
respect to any item), the remainder of the Mortgage File for each Mortgage Loan (which delivery shall be subject to clauses (e) and (f)
in the proviso of the definition of “Mortgage File”) and, except in the case of a Mortgage Loan that is part of a Non-Serviced
Whole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller under Sections 2.01(b)
and (c) of the Pooling and Servicing Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall
be transferred to the Master Servicer) for each Mortgage Loan, and shall take such other actions and pay such costs with respect to the
Mortgage Loans as may be required under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement.

 (d)               
 In accordance with Section 2.01(b) of the Pooling and Servicing Agreement, with respect to letters of credit referred to in
clause (xii) of the definition of “Mortgage File”, the Mortgage Loan Seller shall deliver the original of such letter of credit
to the Master Servicer (with a copy to the Custodian) or, if such original has been submitted by the Mortgage

 4

 Loan Seller to the issuing bank to effect a
reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the
Trustee) that may be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan documents), the Mortgage Loan Seller shall be deemed to have satisfied
the delivery requirements of this Agreement and the Pooling and Servicing Agreement by delivering with respect to such letter(s) of credit
a copy thereof to the Custodian indicating that such document has been delivered to the issuing bank for reissuance 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, a copy of which shall be delivered to the Custodian within forty-five (45) days of the Closing Date. 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 Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the Mortgage Loan
Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the Mortgage
Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within forty-five
(45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the Mortgage Loan 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
Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such letter
of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf
of the Trust.

 In addition, pursuant to
Section 3.01(f) of the Pooling and Servicing Agreement, w ithin sixty (60)
days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of (i) the
receipt of a letter of credit pursuant to this Section 2(d) by the Master Servicer and (ii) the Closing Date, the Mortgage
Loan Seller shall notify each provider of a letter of credit for each Mortgage Loan (other than any Non-Serviced Mortgage Loan) identified
as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee) for the benefit of the Certificateholders
and any related Companion Holders shall be the beneficiary under each such letter of credit.

 In addition, on or prior
to the fifth (5th) Business Day after the Closing Date, the Mortgage Loan Seller, at its expense, shall deliver to the Custodian five
(5) limited powers of attorney substantially in the form attached hereto as Exhibit F in favor of the Custodian (on behalf of the
Trustee), the Master Servicer or the Special Servicer, as applicable, to empower the Custodian (on behalf of the Trustee) and, in the
event of the failure or incapacity of the Custodian (on behalf of the Trustee), the Master Servicer or the Special Servicer, as applicable,
to sign and/or deliver to a third party for submission, or to cause the Custodian to sign and/or deliver to a third party for submission,
for recording, at the expense of the Mortgage Loan Seller, any Mortgage Loan documents required to be recorded as described in Section
2.01 of the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be
included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee (or the Custodian on its
behalf)). The Mortgage Loan Seller agrees to reasonably cooperate with the Custodian, the Trustee, the Master Servicer or the Special
Servicer, as applicable, in connection with any additional powers of attorney or revisions thereto that are requested by such parties
for purposes of such recordation. The parties hereto agree that no such

 5

 power of attorney shall be used with respect
to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is one hundred
eighty (180) days following the delivery of notice of such absence to the Mortgage Loan Seller, but in no event earlier than eighteen
(18) months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan.
The Custodian, the Master Servicer or the Special Servicer, as applicable, shall submit such documents for recording, at the Mortgage
Loan Seller’s expense, after the periods set forth above, provided , the Custodian, the Master Servicer or the Special Servicer,
as applicable, shall not submit such assignments for recording if the Mortgage Loan Seller produces evidence that it or a third-party
on its behalf has sent any such assignment for recording and certifies that the Mortgage Loan Seller is awaiting its return from the applicable
recording office.

 (e)               
 [Reserved.]

 (f)                
 In addition, with respect to the Mortgage Loan identified as Holiday Inn Lubbock & LaQuinta Tucumcari on the Mortgage Loan
Schedule, which is secured by a Mortgaged Property that is subject to a franchise agreement with a related comfort letter in favor of
the Mortgage Loan Seller or the originator of the Mortgage Loan that requires notice to or request of the related franchisors to transfer
or assign any related comfort letter to the Trustee for the benefit of the Certificateholders or otherwise 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 Mortgage Loan Seller or its designee shall, within forty-five (45) days of the Closing Date
(or any shorter period if required by the applicable comfort letter), provide any such required notice to or make any such required request
of the related franchisor (with a copy to the Master Servicer); and, if the Mortgage Loan Seller receives notice from the Master Servicer
that any such comfort letter with respect to a franchise agreement has not been received within the timeframe provided under Section 2.01(g)
of the Pooling and Servicing Agreement, the Mortgage Loan Seller shall, within a commercially reasonable time after receipt of such notice,
obtain a replacement comfort letter in substantially the same form as the existing comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) in favor of the Trust.

 (g)               
 In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer in accordance with
Section 2.01(d) of the Pooling and Servicing Agreement, the following items in its possession: (i) within five (5) Business Days
after the Closing Date, a copy of the Mortgage File for each Mortgage Loan (except that copies of any instruments of assignment that are
returned or delivered, as applicable, to the Custodian by the related public recording office in accordance with the requirements of Section 2.01(c)
of the Pooling and Servicing Agreement shall be delivered by the Custodian to the Master Servicer) and (ii) within five (5) Business
Days after the Closing Date, originals or copies of all financial statements, appraisals, environmental reports, engineering reports,
transaction screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions
and tenant estoppels and any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Whole
Loan that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or

 6

 Whole Loan in the possession or under the control
of the Mortgage Loan Seller that relate to the Mortgage Loans or related Whole Loan(s) and, to the extent that any original documents
or copies, as applicable, of the following documents are not required to be a part of a Mortgage File for any Mortgage Loan or Whole Loan,
originals or copies of all documents, certificates and opinions in the possession or under the control of the Mortgage Loan Seller that
were delivered by or on behalf of the related Mortgagors in connection with the origination of such Mortgage Loans ( provided that
the Mortgage Loan Seller shall not be required to deliver any internal communications (including such communications between such Mortgage
Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any
of its Affiliates for such purposes), draft documents, attorney client communications that are privileged communications or constitute
legal or other due diligence analyses and credit underwriting or due diligence analyses or data); provided that the parties hereto
acknowledge and agree that some or all of the items in clauses (i) and (ii) of this sentence have, as of the Closing Date, been posted
to websites to which various parties to the Pooling and Servicing Agreement have access, and if any such items have been so posted to
any such website(s) to which the Master Servicer has access, such items will be deemed to have been delivered to the Master Servicer in
accordance with this sentence; and provided, further, that if the Master Servicer is unable to download such items from such website(s)
after making reasonable efforts to do so and provides notice (which may be delivered by electronic means) to the Mortgage Loan Seller,
the Mortgage Loan Seller shall deliver such items to the Master Servicer by such means as may be reasonably acceptable to the Master Servicer.
In addition, the Mortgage Loan Seller shall, in accordance with Section 2.01(f) of the Pooling and Servicing Agreement, deliver to it
and deposit with, or cause to be delivered to and deposited with, the Master Servicer within three (3) Business Days after the Closing
Date, all unapplied reserve funds and Escrow Payments in the possession or under the control of the Mortgage Loan Seller that relate
to the Mortgage Loans (other than any Non-Serviced Whole Loans). In addition, not later than the Closing Date, the Mortgage Loan Seller
shall provide to the Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation of the
initial CREFC ® Financial File and CREFC ® Loan Periodic Update File required to be delivered by the Master
Servicer under the Pooling and Servicing Agreement.

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

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

 7

 the Mortgage Loan Seller with respect to the
cure, repurchase or substitution provisions with respect to a Material Defect set forth in Section 5 .

 (j)                 
 Notwithstanding anything to the contrary, the Purchaser and the Mortgage Loan Seller hereby acknowledge and agree that with respect
to any Mortgage Loans being identified in the Pooling and Servicing Agreement as being subject to Retained Defeasance Rights and Obligations,
the Mortgage Loan Seller has transferred to a third party or has retained the right of the lender under the Mortgage Loan documents to
receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate or establish the successor
borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case
if there is a defeasance of such Mortgage Loan. The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if
the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan with Retained Defeasance Rights and Obligations,
then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Mortgage Loan Seller
or its assignee; and (ii) until such time as the Mortgage Loan Seller provides written notice to the contrary, notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations shall be delivered to the Mortgage Loan Seller pursuant to the notice
provisions of the Pooling and Servicing Agreement.

 Section 3.                
 Examination of Mortgage Loan Files and Due Diligence Review . The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by
or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial
or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans,
shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s
representations and warranties made pursuant to Section 4 , except as expressly set forth in Section 5 .

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

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

 (c)               
 The Mortgage Loan Seller hereby represents and warrants, as of the Closing Date, to and for the benefit of the Purchaser only,
that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an
affiliate

 8

 thereof, the Underwriters and the Initial Purchasers)
who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans.

 (d)               
 The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s
role as “originator” for purposes of Regulation AB (or the role of any third party as “originator” of any Mortgage
Loan for which the Mortgage Loan Seller was not the originator for purposes of Regulation AB) and “sponsor” for purposes of
Regulation AB in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related
Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus
complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for
which compliance is required as of the date hereof. As used herein, “ Regulation AB ” means Subpart 229.1100 –
Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and
subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange
Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance
dates specified therein. Notwithstanding anything herein to the contrary, this Section 4(d) shall run exclusively for the benefit
of the Purchaser and no other party.

 (e)               
 With respect to each Servicing Function Participant that services a Mortgage Loan as of the Closing Date, the Mortgage Loan Seller
either (i) represents and warrants that as of the Closing Date such Servicing Function Participant is an Initial Sub-Servicer
under the Pooling and Servicing Agreement or (ii) (A) represents and warrants that it has caused each such Servicing Function
Participant to be required to comply, as evidenced by written documentation between each such Servicing Function Participant and the Mortgage
Loan Seller, with all reporting requirements set forth in Article XI of the Pooling and Servicing Agreement (including but not limited
to the indemnification of each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising
out of the delivery of any Deficient Exchange Act Deliverable) applicable to such Servicing Function Participant for the Mortgage Loans
and (B) covenants with the Purchaser that, for so long as the Trust is subject to the reporting requirements of the Exchange Act,
it shall cause each Servicing Function Participant that services a Mortgage Loan as of the Closing Date to comply with all reporting requirements
set forth therein.

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

 9

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

 (h)               
 [Reserved.]

 (i)                 
 Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall deliver or cause to be delivered an electronic copy
of the Diligence File for each Mortgage Loan to the Depositor by uploading such Diligence File (including, if applicable, any additional
documents that the Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review
on such Mortgage Loan; provided that such documents are clearly labeled and identified) to the Designated Site, each such Diligence
File being organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the Mortgage
Loan Seller.

 (j)                 
 Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall provide to the Depositor a certificate substantially
in the form of Exhibit E , with a copy to each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor, each of which
may be sent by email.

 (k)               
 If, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is missing any document that
is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection with its completion of the Asset
Review, then, upon written request of the Asset Representations Reviewer, the Mortgage Loan Seller shall provide to the Asset Representations
Reviewer, within ten (10) Business Days of receipt of such written request, any such document; provided , however ,
that the Mortgage Loan Seller shall be required to deliver such missing document only to the extent that such document is in the possession
of the Mortgage Loan Seller, but in any event excluding any documents that contain information that is proprietary to the related originator
or the Mortgage Loan Seller or any draft documents or privileged or internal communications.

 (l)                 
 Upon the completion of an Asset Review with respect to each Mortgage Loan in accordance with the Pooling and Servicing Agreement
and receipt of a written invoice from the Asset Representations Reviewer, the Mortgage Loan Seller shall pay the Asset

 10

 Representations Reviewer Asset Review Fee for
the Mortgage Loans, subject to that Asset Review within sixty (60) days of such written invoice from the Asset Representations Reviewer.
If any fees payable pursuant to this Section 4(l) are paid by the Trust pursuant to Section 12.02(b) of the Pooling and
Servicing Agreement, the Mortgage Loan Seller shall reimburse the Trust for the amount of any such fees.

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

 (n)               
 The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser against any and all expenses, losses, claims, damages
and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any
claim or litigation arising out of or based upon any failure by the Mortgage Loan Seller to (A) pay the fees described under Section 4(l)
above within sixty (60) days of written request by the Asset Representations Reviewer or (B) within sixty (60) days
of the Closing Date (or such later date specified herein or in the Pooling and Servicing Agreement), provide all documents required to
be delivered by it pursuant to Section 4(i) of this Agreement and under the definition of “Diligence File” in
the Pooling and Servicing Agreement.

 (o)               
 The Mortgage Loan Seller covenants with the Purchaser that if, on or prior to the later of (i) the ninetieth (90th) day
following the Closing Date and (ii) the date upon which all Certificates have been sold to parties unaffiliated with the Depositor,
as a result of the occurrence of any event that occurred prior to the Closing Date with respect to the Mortgage Loans or the Mortgage
Loan Seller (and the Mortgage Loan Seller hereby covenants to promptly notify the Depositor, the Underwriters and the Initial Purchasers
of the occurrence of any such event to the extent it has knowledge thereof), an amendment or supplement to the Prospectus or Private Placement
Memorandum, including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the Mortgage Loans or the
Mortgage Loan Seller, is necessary to be delivered in connection with sales of the Certificates by the Underwriters, the Initial Purchasers
or a dealer, in order to correct any untrue statement of a material fact or any omission to state a material fact required to be stated
therein (solely in the case of the Prospectus) or necessary to make the statements therein, in the light of the circumstances when the
Prospectus or Private Placement Memorandum is delivered to a purchaser, not misleading, or an amendment or supplement to the Prospectus
or Private Placement Memorandum, including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the Mortgage
Loans or the Mortgage Loan Seller, is necessary to comply with applicable law, the Mortgage Loan Seller shall do all things necessary
(or, with respect to information relating to the Mortgage Loans, provide all information in its possession) to assist the Depositor to
prepare and furnish, at the expense of the Mortgage Loan Seller (to the extent that such amendment or supplement relates to the Mortgage
Loan Seller, the Mortgage Loans and/or any information describing the same, as provided by the Mortgage Loan Seller), to the Underwriters
and Initial Purchasers such amendments or supplements to the Prospectus or Private Placement Memorandum as may be necessary, so that the
statements in the Prospectus or Private Placement Memorandum as so amended or supplemented, including Annexes A-1, A-2 and A-3 of the
Prospectus, with respect to any

 11

 information regarding the Mortgage Loans or
the Mortgage Loan Seller, will not so contain an untrue statement of material fact or omit to state a material fact required to be stated
therein (solely in the case of the Prospectus) or necessary to make the statements therein, in the light of the circumstances when the
Prospectus or Private Placement Memorandum is delivered to a purchaser, not misleading or so that the Prospectus or Private Placement
Memorandum (as so annexed or supplemented), including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding
the Mortgage Loans or the Mortgage Loan Seller, will not so fail to comply with applicable law. All terms used in this Section 4(o)
 and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement. Notwithstanding the foregoing,
the Mortgage Loan Seller shall have no affirmative obligation to monitor the performance of the Mortgage Loans or any changes in condition
or circumstance of any Mortgaged Property, Mortgagor, guarantor or any of their Affiliates after the Closing Date in connection with
its obligations under this Section 4(o) . The Underwriters and Initial Purchasers are third-party beneficiaries of the provisions
set forth in this Section 4(o) .

 Section 5.                
 Notice of Breach; Cure, Repurchase and Substitution . (a) The Mortgage
Loan Seller shall, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii) ,
the Mortgage Loan Seller’s receipt of notice from any party to the Pooling and Servicing Agreement or, if earlier, the Mortgage
Loan Seller’s discovery of, a Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being
a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the
discovery by the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement of such Material Defect and (y) receipt
of notice of the Material Defect from any party to the Pooling and Servicing Agreement (such ninety (90) day period, the “ Initial
Cure Period ”), (A) cure such Material Defect in all material respects, at the Mortgage Loan Seller’s own expense,
including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to the Pooling and
Servicing Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable),
at the applicable Purchase Price and in conformity with this Agreement and Section 2.03 of the Pooling and Servicing Agreement or
(C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
for such affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) (provided that in no event
shall any such substitution occur on or after 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 and in conformity with this Agreement and Section 2.03
of the Pooling and Servicing Agreement; provided , however , that except with respect to a Material Defect resulting solely
from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance
required pursuant to clause (viii) of the definition of “ Mortgage File ” by a date not later than eighteen (18) months
following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period,
the Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period
(such additional ninety (90) day period, the “ Extended Cure Period ”) to complete such cure (or, failing such cure,
to repurchase the related Mortgage Loan or REO Loan (excluding any related Companion Loan, if applicable) or substitute a Qualified Substitute

 12

 Mortgage Loan (other than with respect to the
Whole Loans, for which no substitution will be permitted)) and provided , further , that with respect to such Extended Cure
Period the Mortgage Loan Seller has delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall
promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and (with respect to any Mortgage Loan other than an Excluded Loan, prior to
the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is
not capable of being cured within the Initial Cure Period and what actions the Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period;
and provided , further , that, if any such Material Defect is not cured after the Initial Cure Period and any such Extended
Cure Period solely due to the failure of the Mortgage Loan Seller to have received the recorded document, then the Mortgage Loan Seller
shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen
(18) months after the Closing Date so long as the Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer,
the Directing Certificateholder (in the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event) and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure Period,
that the Material Defect is still in effect solely because of the failure of the applicable recording office to have recorded as filed
or returned evidence of filing the document (or made such evidence available online) and that the Mortgage Loan Seller is diligently pursuing
the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach that causes
any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without
regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified
mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the Mortgage
Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted
for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the funds in the amount of the Purchase Price remitted by the Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer
for deposit into the Collection Account. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released
basis.

 If the Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan agrees to a Loss of Value Payment,
pursuant to any agreement or a settlement between the Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trust (and, with
respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with the consent of the Directing
Certificateholder if no Control Termination Event has occurred and is continuing) with respect to such Mortgage Loan, the amount of such
Loss of Value Payment shall be remitted by wire transfer to the Special Servicer for deposit into the Loss of Value Reserve Fund. The
Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect of such Loss of Value
Payment and the portion of fees of the Asset Representations Reviewer payable pursuant to Section 4(l) above attributable to the
Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss
of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf

 13

 regarding any such Material Defect in lieu
of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage
Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement
between the Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trust. The following terms shall apply to any Loss of Value
Payment: (i) prior to any agreement or settlement between the Mortgage Loan Seller and the Enforcing Servicer, nothing in this paragraph
shall preclude the Mortgage Loan Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the
manner and timing set forth in this Agreement (excluding this paragraph) or the Pooling and Servicing Agreement (including any right to
cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of
the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.

 The Mortgage Loan Seller’s
obligation to cure any Material Defect, repurchase or substitute for any affected Mortgage Loan or pay the Loss of Value Payment or other
required payment pursuant to this Section 5 shall constitute the sole remedy available to the Purchaser in connection with a Material
Defect; provided , however , that no limitation of remedy is implied with respect to the Mortgage Loan Seller’s breach
of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. It is acknowledged
and agreed that the representations and warranties are being made for risk allocation purposes.

 The Mortgage Loan Seller
agrees that, with respect to any Non-Serviced Mortgage Loan, any “Material Defect” relating to a “Defect” in the
related “Mortgage File” (or analogous terms) under the related Non-Serviced PSA shall constitute a Material Defect under
this Agreement to the extent the Mortgage Loan Seller repurchases the Non-Serviced Companion Loan from the trust created pursuant to such
Non-Serviced PSA by reason of such “Material Defect”; provided , however , that the foregoing shall not apply
to any Material Defect (or analogous term) related solely to the promissory note for any related Non-Serviced Companion Loan.

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

 If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan
document(s), then the Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach
and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable pursuant to Section 4(l) above to
the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such
Mortgage Loan; provided , however , that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller
shall have the option to either

 14

 repurchase or substitute for the related Mortgage
Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the Mortgage
Loan Seller shall remit the amount of such costs and expenses to the Special Servicer for disbursement to the applicable Persons and upon
its making such remittance, the Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any fees
or expenses that are the subject of a cure by the Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion
of the cure payment made by the Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly
be returned to the Mortgage Loan Seller.

 Notwithstanding anything
contained in this Agreement or the Pooling and Servicing Agreement, no delay in either the discovery of a Material Defect or in providing
notice of such Material Defect shall relieve the Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make
a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under this Agreement or the Pooling
and Servicing Agreement unless (i) the Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii)
such delay is a result of the failure by the Purchaser or by any other party to the Pooling and Servicing Agreement, to provide prompt
notice as required by the terms of this Agreement or the Pooling and Servicing Agreement, after such party has actual knowledge of such
Material Defect (it being understood that knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Code
Section 860G(a)(3), but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to
be treated as a qualified mortgage, and (iv) such delay or failure to provide notice (as required by the terms of this Agreement or the
Pooling and Servicing Agreement) prevented the Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise
curable. Notwithstanding anything contained in this Agreement, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole
or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility,
theater or fitness center (operated by a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to
such Mortgage Loan pursuant to Section 2 hereof shall not be a Material Defect.

 If there is a Material Defect
with respect to one or more Mortgaged Properties securing a Mortgage Loan, the Mortgage Loan Seller shall not be obligated to repurchase
the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the
related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy
the requirements, if any, set forth in the Mortgage Loan documents and the Mortgage Loan Seller provides an Opinion of Counsel to the
effect that such release would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

 (b)               
 Whenever one or more Qualified Substitute Mortgage Loans are substituted for a Defective Loan by the Responsible Repurchase Party
as contemplated by this Section 5 , upon direction by the Enforcing Servicer, the Responsible Repurchase Party shall deliver to
the Custodian the related Mortgage File and a certification to the effect that such Qualified Substitute Mortgage Loan satisfies or such
Qualified Substitute Mortgage Loans satisfy, as the case may be,

 15

 all of the requirements of the definition of
“Qualified Substitute Mortgage Loan” in the Pooling and Servicing Agreement. No mortgage loan may be substituted for a Defective
Loan as contemplated by this Section 5 if the Mortgage Loan to be replaced was itself a Qualified Substitute Mortgage Loan, in
which case, absent a cure of the relevant Material Defect, the affected Mortgage Loan will be required to be repurchased as contemplated
hereby. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) after the related date of substitution,
and Periodic Payments due with respect to each corresponding Deleted Mortgage Loan (if any) after its respective Cut-off Date and on or
prior to the related date of substitution, shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) on or prior to the related date of substitution, and Periodic Payments due with respect to each corresponding Defective
Loan that is purchased or repurchased, as the case may be, or replaced with one or more Qualified Substitute Mortgage Loans (any such
Mortgage Loan, a “ Deleted Mortgage Loan ”) (if any) after the related date of substitution, shall not be part of the
Trust Fund and are to be remitted by the Master Servicer to the Responsible Repurchase Party promptly following receipt.

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

 If any Mortgage Loan that
is part of a Crossed Mortgage Loan Group is required to be repurchased or substituted, the provisions of Section 2.03(h), Section 2.03(i)
and Section 2.03(j) of the Pooling and Servicing Agreement shall apply.

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

 16

 substitution by the Responsible Repurchase
Party, the Purchaser shall also cause the Pooling and Servicing Agreement to require each of the Master Servicer and the Special Servicer
to deliver to the Responsible Repurchase Party or its designee, and the Responsible Repurchase Party or its designee shall be entitled
to delivery from the Master Servicer and the Special Servicer of, any portion of the related Servicing File, together with any Escrow
Payments, reserve funds and any other items required to be delivered by the Mortgage Loan Seller under Sections 2.01(b) and (c) of
the Pooling and Servicing Agreement, held by or on behalf of the Master Servicer or the Special Servicer, as the case may be, with respect
to the Deleted Mortgage Loan, in each case at the expense of the Responsible Repurchase Party.

 (d)               
 [Reserved.]

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

 (f)                
 If the Mortgage Loan Seller and Responsible Repurchase Party are not the same Person, the Mortgage Loan Seller will provide the
Responsible Repurchase Party copies of any 15Ga-1 Notice delivered to the Mortgage Loan Seller pursuant to the Pooling and Servicing
Agreement. The Mortgage Loan Seller (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be
repurchased or replaced, whether arising from a Material Defect or other breach of a representation or warranty, such recipient a “ Seller
Request Recipient ” and such request or demand, a “ Repurchase Request ”) agrees to provide to the Purchaser:
(i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request is a 15Ga-1 Notice; (ii) written
notice of (A) the existence of any dispute regarding such Repurchase Request, whether written or oral, between such Seller Request
Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Cure Period, or, if applicable,
any Extended Cure Period, (C) the withdrawal of such Repurchase Request by the Person making such Repurchase Request, (D) the
rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase or replacement of any Mortgage Loan
pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing Agreement; and (iii) upon reasonable request of the Purchaser
(subject to Section 5(g) ), such other information in the Seller Request Recipient’s possession as would be necessary to
permit the Purchaser to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase
or replacement requests or demands of any Person relating to any Mortgage Loan or to comply with any other obligations applicable to
it under law or regulation.

 Each notice required to be
delivered pursuant to this Section 5(f) may be delivered by electronic means. Each notice required to be delivered pursuant to
 clauses (i) and (ii) of the immediately preceding paragraph shall be given not later than the tenth (10 th ) Business
Day after the event giving rise to the requirement for such notice and any information requested pursuant to clause (iii)
of the immediately preceding paragraph shall be provided as promptly as practicable after such request is made. Each notice required to
be delivered pursuant to clause (i) of the immediately preceding paragraph shall identify (a) the date on which such
Repurchase Request was made, (b) the Mortgage Loan with respect to which such Repurchase Request was made, (c) the identity
of the Person making such request, and (d) the basis, if any, asserted for such

 17

 request by such Person. Each notice required
to be delivered pursuant to clause (ii) of the immediately preceding paragraph shall identify (a) the date of such withdrawal,
rejection, repurchase or replacement, or the date of the commencement of such dispute, as applicable, (b) if pertaining to a dispute,
the nature of such dispute, (c) if pertaining to the expiration of an Initial Cure Period or an Extended Cure Period, the expiration
date of such Initial Cure Period or, if applicable, an Extended Cure Period, (d) if pertaining to a withdrawal, the basis for such
withdrawal given to the Seller Request Recipient or an indication that no basis was given by the Person withdrawing such Repurchase Request,
(e) if pertaining to a rejection by the Seller Request Recipient, the basis for the Seller Request Recipient’s rejection and
(f) if pertaining to a repurchase or replacement, the date of such repurchase or replacement.

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

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

 (i)                 
 The Purchaser shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Purchaser is required
to file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any Mortgage
Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date
such Form ABS-15G is required to be filed with the Commission. The Trust’s CIK# is 0002135998.

 18

 Section 6.                
 Closing . The closing of the sale of the Mortgage Loans (the “ Closing ”) shall be held at the offices
of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.

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

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

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

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

 (iv)                   The result
of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on
behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;

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

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

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

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

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

 (x)                        Prior to
the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor
a sub-certification (the

 19

 “ Mortgage Loan Seller Sub-Certification ”)
to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation
AB.

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

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

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

 (ii)                       The Indemnification
Agreement, duly executed by the respective parties thereto;

 (iii)                    A Secretary’s
Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage
Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching
thereto as exhibits the organizational documents of the Mortgage Loan Seller;

 (iv)                    A certificate
of good standing with respect to the Mortgage Loan Seller issued by the Office of the Comptroller of the Currency not earlier than thirty
(30) days prior to the Closing Date or otherwise reasonably acceptable to the Depositor, and upon which the Interested Parties
may rely;

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

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

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

 (viii)             A letter
from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with
respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum),
relating to the information regarding the Mortgage

 20

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

 (ix)                     A letter
from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with
respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information
regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may
be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special
counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private
Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller
or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in
the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding
the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions
of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;

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

 (xi)                     One or
more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters
and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum,
and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance
acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology
used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described
in such letters, and which shall include a comparison of certain mortgage loan-related documents

 21

 to the information set forth in the Master
Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans
set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private
Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary
Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively,
and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and
in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;

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

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

 Section 8.                
 Additional Reporting Under Regulation AB . With respect to any period during which the Trust is subject to the reporting
requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Purchaser and the Certificate Administrator any information
that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only
if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor,
if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is
required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as
a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage
Loans) under the terms of Exhibit BB or Exhibit CC to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan
Seller (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning
of Regulation AB, of any Mortgage Loans) does not constitute the “Party Responsible” for any “Form 8-K Information”
set forth on Exhibit DD of the Pooling and Servicing Agreement). In each case, such delivery shall be made in a form ready for inclusion
in the related filing (and in a data file-type readily convertible to an EDGAR form), including a summary of material information if requested
by the Purchaser, or in such other form as otherwise agreed by the Purchaser, the Certificate Administrator and the Mortgage Loan Seller.
In each case, such delivery shall be made not later than five (5) calendar days after the related Distribution Date (in the case of any
such “ Additional Form 10-D Information ”), and no later than March 1 of each year subsequent to the fiscal
year that the Trust is subject to the Exchange Act reporting requirements (in the case of any such “ Additional Form 10-K
Information ”). In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be
reported on Form 10-D or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Commission
thereunder. The obligation of Mortgage Loan Seller to provide the above-referenced disclosure materials shall be suspended (for so long
as neither the Trust nor, with respect to any Serviced Companion Loan related to a Serviced Pari Passu Mortgage Loan sold to the Trust
by Seller, the trust in the related Other Securitization, is subject to the reporting requirements of the

 22

 Exchange Act), as to any fiscal year, upon
the Certificate Administrator or the Trustee, as applicable, filing the form necessary to be filed with the Commission to suspend the
Trust’s reporting obligations under the Exchange Act as to that fiscal year in accordance with Section 11.08 of the Pooling and
Servicing Agreement or the reporting requirements with respect to the Trust under the Exchange Act have otherwise been automatically suspended;
provided that for the avoidance of doubt, the suspension of such information reporting does not apply to information that is required
to be provided for the fiscal year prior to suspension of the Trust’s reporting requirements under the Exchange Act (including Additional
Form 10-K Information required to be disclosed on the Form 10-K related to the fiscal year preceding the year in which the form necessary
to be filed with the Commission to suspend the Trust’s reporting obligations under the Exchange Act was filed).

 In addition, with respect
to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall reasonably
cooperate with each of the Depositor, the Master Servicer and the Certificate Administrator, upon the reasonable request of such party,
by providing all Mortgage Loan-related documents, data and information in the possession of the Seller at or prior to the Closing Date
and necessary for the ongoing compliance by the Depositor and the Trust with the requirements of Form 10-D with respect to Items 1111
and 1125 of Regulation AB; provided that the Seller shall not be required to provide any documents that are proprietary to the
related originator or the Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.

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

 23

 materials or structural and collateral term
sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the
fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all
registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the
Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by
the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

 Section 10.            
 Notices . All demands, notices and communications hereunder shall be in writing, and shall be deemed to have been duly given
when delivered (or, in the case of facsimile or electronic notices, when received), if to the Purchaser (except as otherwise provided
in Section 4(j) ), addressed to the address for such party set forth in Section 13.05 of the Pooling and Servicing Agreement, or
such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing; or, if to the Mortgage Loan Seller, to
the address for such party set forth in Section 13.05 of the Pooling and Servicing Agreement or such other address as may be designated
by the Mortgage Loan Seller to the Purchaser in writing.

 Section 11.            
 Miscellaneous . Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated
except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination
is sought to be enforced. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,”
“signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement
or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated
with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. This Agreement will
inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person (other
than an identified third-party beneficiary) will have any right or obligation hereunder. The Mortgage Loan Seller shall be an express
third party beneficiary to the Pooling and Servicing Agreement to the extent set forth therein. The Asset Representations Reviewer shall
be an express third party beneficiary of Sections 4(i) , 4(k) and 4(l) of this Agreement.

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

 24

 Mortgage Loans by the Mortgage Loan Seller
to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect
of any Mortgage Loan.

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

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

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

 Section 16.            
 Successors and Assigns . The rights and obligations of the Mortgage Loan Seller under this Agreement shall not be assigned
by the Mortgage Loan Seller without the

 25

 prior written consent of the Purchaser, except
that any person into which the Mortgage Loan Seller may be merged or consolidated, or any person resulting from any merger, conversion
or consolidation to which the Mortgage Loan Seller is a party, or any person succeeding to all or substantially all of the business of
the Mortgage Loan Seller, shall be the successor to the Mortgage Loan Seller hereunder. In connection with its transfer of the Mortgage
Loans to the Trust as contemplated by the recitals hereto, the Purchaser is expressly authorized to assign its rights under this Agreement,
in whole or in part, to the Trustee for the benefit of the registered holders and beneficial owners of the Certificates. To the extent
of any such assignment, the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, shall be the
Purchaser hereunder. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage
Loan Seller and the Purchaser, and their respective successors and permitted assigns.

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

 Section 18.            
 Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters
addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters;
 provided , however , that in no event shall this provision be construed to limit the effect of the Indemnification Agreement
or the memorandum of understanding dated May 27, 2026 among the Mortgage Loan Seller, the Purchaser and certain other parties or any separate
acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.

  

 Section 19.            
 Recognition of U.S. Special Resolution Regimes .

 (i)                           In the event
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest
and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under,
and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.

 (ii)                        In the
event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws
of the United States or a State of the United States.

 (iii)                    For the
purposes of this Section 19 and Section 20 , the following definitions apply:

 26

 “ BHC Affiliate ”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

 “ Covered Party ”
means any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R.
§47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

 “ Default Right ”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as
applicable.

 “ U.S. Special Resolution
Regime ” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 Section 20.            
 Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings .

 (i)                           Notwithstanding
anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19 , no party to
this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related,
directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or
similar proceeding (each an “ Insolvency Proceeding ”), except to the extent the exercise of such Default Right would
be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as
applicable.

 (ii)                        After a
BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default
Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden
of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

 [SIGNATURE PAGE FOLLOWS]

 27

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

 KEYBANK NATIONAL ASSOCIATION

 By:
 /s/ Joe DeRoy, Jr.

 Name: Joe DeRoy, Jr.

 Title: Senior Vice President

 BBCMS 2026-5C42 – Mortgage Loan Purchase Agreement (KeyBank)

 BARCLAYS COMMERCIAL MORTGAGE

 SECURITIES LLC

 By:
 /s/ Daniel Schmidt

 Name: Daniel Schmidt

 Title: Authorized Signatory

 BBCMS 2026-5C42 – Mortgage Loan Purchase Agreement (KeyBank)

 EXHIBIT A

 MORTGAGE LOAN SCHEDULE

 Exh. A- 1

 BBCMS 2026-5C42

MORTGAGE LOAN SCHEDULE

 Sequence
 #
 Seller
 Property
 Name
 Property
 Address
 City
 State
 Zip
 Code
 County
 Property
 Type
 Original
 Balance
 Current
 Balance
 Monthly
 Debt Service
 Accrual
 Type
 Interest
 Rate (%)
 Net
 Mortgage Interest Rate
 Maturity/ARD
 Date
 Final
 Mat Date

 3
 KeyBank
 The
 840 Building
 840
 East Spokane Falls Boulevard
 Spokane
 WA
 99202
 Spokane
 Mixed
 Use
 45,000,000
 45,000,000.00
 245,614.58
 Actual/360
 6.46000%
 6.43069%
 6/1/2031
 6/1/2031

 18
 KeyBank
 Holiday
 Inn Lubbock & LaQuinta Tucumcari
 Various
 Various
 Various
 Various
 Various
 Hospitality
 14,125,000
 14,125,000.00
 103,742.73
 Actual/360
 8.01000%
 7.98069%
 6/1/2031
 6/1/2031

 18.01

 Holiday
 Inn - Lubbock
 6107
 Justice Avenue
 Lubbock
 TX
 79424
 Lubbock
 Hospitality

 18.02

 LaQuinta
 - Tucumcari
 2516
 South Adams Street
 Tucumcari
 NM
 88401
 Quay
 Hospitality

 27
 KeyBank
 49
 Saint Nicholas Terrace
 49
 Saint Nicholas Terrace
 New
 York
 NY
 10027
 New
 York
 Multifamily
 5,590,000
 5,590,000.00
 35,406.16
 Actual/360
 6.52000%
 6.49069%
 6/1/2031
 6/1/2031

 28
 KeyBank
 Corsicana
 MHC
 913
 Cottonwood Circle
 Corsicana
 TX
 75110
 Navarro
 Manufactured
 Housing
 5,395,000
 5,395,000.00
 29,355.29
 Actual/360
 6.44000%
 6.41069%
 5/1/2031
 5/1/2031

 31
 KeyBank
 ModBox
 Storage - High Point
 1925
 Eastchester Drive
 High
 Point
 NC
 27265
 Guilford
 Self
 Storage
 5,160,000
 5,160,000.00
 28,904.96
 Actual/360
 6.63000%
 6.60069%
 5/1/2031
 5/1/2031

 32
 KeyBank
 Market
 Village MHC
 132
 Shetland Woods Drive, 220 Air Stream Drive and 336 Hangar Court
 Myrtle
 Beach
 SC
 29577
 Horry
 Manufactured
 Housing
 4,892,000
 4,892,000.00
 28,395.68
 Actual/360
 6.87000%
 6.84069%
 6/1/2031
 6/1/2031

 34
 KeyBank
 Courtyard
 Self Storage
 40A
 & 40B Estate Smith Bay and 6812 Smith Bay Road
 Saint
 Thomas
 VI
 00802
 Saint
 Thomas
 Self
 Storage
 3,484,000
 3,467,130.33
 20,933.16
 Actual/360
 6.02000%
 5.99069%
 1/1/2031
 1/1/2031

 36
 KeyBank
 608-610
 West 139th Street
 608-610
 West 139th Street
 New
 York
 NY
 10031
 New
 York
 Multifamily
 3,367,000
 3,367,000.00
 21,326.04
 Actual/360
 6.52000%
 6.49069%
 6/1/2031
 6/1/2031

 37
 KeyBank
 Willis
 & Etowah MHC Portfolio
 Various
 Various
 NC
 Various
 Various
 Manufactured
 Housing
 3,320,000
 3,320,000.00
 18,625.81
 Actual/360
 6.64000%
 6.61069%
 4/1/2031
 4/1/2031

 37.01

 Etowah
 Estates
 104
 Eastwind Drive
 Hendersonville
 NC
 28739
 Henderson
 Manufactured
 Housing

 37.02

 Willis
 MHC
 123
 and 212 Willis Way
 Fletcher
 NC
 28732
 Buncombe
 and Henderson
 Manufactured
 Housing

 BBCMS 2026-5C42

MORTGAGE LOAN SCHEDULE

 Sequence
 #
 Seller
 Property
 Name
 ARD
 Step Up (%)
 Term
 Rem.
 Term
 Amort.
 Term
 Rem.
 Amort.
 Crossed
 Loan
 Title
 Type
 Description
 of LOC
 Letter
 of Credit
 Total
 Servicing Fee

 3
 KeyBank
 The
 840 Building

 60
 60
 360
 360
 NAP
 Fee
 NAP
 No
 0.01125%

 18
 KeyBank
 Holiday
 Inn Lubbock & LaQuinta Tucumcari

 60
 60
 360
 360
 NAP

 NAP
 No
 0.01125%

 18.01

 Holiday
 Inn - Lubbock

 Fee

 18.02

 LaQuinta
 - Tucumcari

 Fee

 27
 KeyBank
 49
 Saint Nicholas Terrace

 60
 60
 360
 360
 NAP
 Fee
 NAP
 No
 0.01125%

 28
 KeyBank
 Corsicana
 MHC

 60
 59
 0
 0
 NAP
 Fee
 NAP
 No
 0.01125%

 31
 KeyBank
 ModBox
 Storage - High Point

 60
 59
 0
 0
 NAP
 Fee
 NAP
 No
 0.01125%

 32
 KeyBank
 Market
 Village MHC

 60
 60
 0
 0
 NAP
 Fee
 NAP
 No
 0.01125%

 34
 KeyBank
 Courtyard
 Self Storage

 60
 55
 360
 355
 NAP
 Fee
 NAP
 No
 0.01125%

 36
 KeyBank
 608-610
 West 139th Street

 60
 60
 360
 360
 NAP
 Fee
 NAP
 No
 0.01125%

 37
 KeyBank
 Willis
 & Etowah MHC Portfolio

 60
 58
 0
 0
 NAP

 NAP
 No
 0.01125%

 37.01

 Etowah
 Estates

 Fee

 37.02

 Willis
 MHC

 Fee

 EXHIBIT B-1

 REPRESENTATIONS AND WARRANTIES WITH RESPECT
TO THE MORTGAGE LOAN

SELLER

 The Mortgage Loan Seller
hereby represents and warrants that, as of the Time of Sale and as of the date hereof:

 (a)               The
Mortgage Loan Seller is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America.

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

EX-99.4 · MORTGAGE LOAN PURCHASE AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 24, 2026

EX-99.4
 19
 exh99_4-zbnamlpa.htm
 MORTGAGE LOAN PURCHASE AGREEMENT, DATED AND EFFECTIVE AS OF JUNE 24, 2026

 Exhibit 99.4

 EXECUTION VERSION

 MORTGAGE LOAN PURCHASE AGREEMENT

 This Mortgage Loan Purchase
Agreement (this “ Agreement ”), is dated and effective as of June 24, 2026, between Zions Bancorporation, N.A., as seller
(in such capacity, together with its successors and permitted assigns hereunder, the “ Mortgage Loan Seller ” or “ Seller ”)
and Barclays Commercial Mortgage Securities LLC, as purchaser (in such capacity, together with its successors and permitted assigns hereunder,
the “ Purchaser ”).

 RECITALS

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

 The Purchaser intends to
create a trust (the “ Trust ”), the primary assets of which will be a segregated pool of commercial, multifamily and/or
manufactured housing community mortgage loans, that includes the Mortgage Loans. Beneficial ownership of the assets of the Trust (such
assets collectively, the “ Trust Fund ”) will be evidenced by a series of mortgage pass-through certificates (the “ Certificates ”).
Certain classes of the Certificates will be rated by nationally recognized statistical rating organizations (the “ Rating Agencies ”).
Certain classes of Certificates (the “ Registered Certificates ”) will be registered under the Securities Act of 1933,
as amended (the “ Securities Act ”), and certain classes of Certificates (the “ Non-Registered Certificates ”)
will not be registered under the Securities Act. The Trust will be created and the Certificates will be issued pursuant to a pooling and
servicing agreement to be dated and effective as of June 1, 2026 (the “ Pooling and Servicing Agreement ”), among Barclays
Commercial Mortgage Securities LLC, as depositor (the “ Depositor ”), Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer (the “ Master Servicer ”), LNR Partners, LLC, as special servicer (the “ Special
Servicer ”), Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ Certificate
Administrator ”), as custodian (in such capacity, the “ Custodian ”), and as trustee (in such capacity, the
“ Trustee ”), and Park Bridge Lender Services LLC, as operating advisor (in such capacity, the “ Operating Advisor ”)
and as asset representations reviewer (in such capacity, the “ Asset Representations Reviewer ”). Capitalized terms used
but not otherwise defined herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement (including
Schedule 4 thereto) as in full force and effect on the Closing Date (as defined in Section 1 hereof) (except with respect to the
definition of “Servicing File”, which for purposes of this Agreement shall not include the documents described in clause (b)
in the definition of such term in the Pooling and Servicing Agreement entered into on or after the date hereof). Any reference to a provision
of the Pooling and Servicing Agreement shall be to the Pooling and Servicing Agreement as in full force and effect on the Closing Date.
It is anticipated that the Purchaser will transfer the Mortgage Loans to the Trustee on behalf of the Trust contemporaneously with its
purchase of the Mortgage Loans hereunder.

 The Purchaser intends to
sell the Registered Certificates to Barclays Capital Inc. (“ Barclays Capital ”), Goldman Sachs & Co. LLC (“ GS&Co. ”),
KeyBanc Capital Markets Inc. (“ KeyBanc ”), Citigroup Global Markets Inc. (“ CGMI ”), SG Americas Securities,
LLC (“ SGAS ”), Deutsche Bank Securities Inc. (“ DBSI ”), Bancroft Capital, LLC (“ Bancroft ”)
and Drexel Hamilton, LLC (“ Drexel ”) (collectively, in such capacity, the “ Underwriters ”) pursuant
to an underwriting agreement (the “ Underwriting Agreement ”), dated as of June 2, 2026 (the “ Pricing Date ”),
among the Purchaser, Barclays Capital Real Estate Inc. (“ BCREI ”) and the Underwriters. The Purchaser intends to sell
the Non-Registered Certificates to Barclays Capital, GS&Co., KeyBanc, CGMI, SGAS, DBSI, Bancroft and Drexel (collectively, in such
capacity, the “ Initial Purchasers ”) pursuant to a certificate purchase agreement, dated as of the Pricing Date (the
“ Certificate Purchase Agreement ”), among the Purchaser, BCREI and the Initial Purchasers. The Certificates are more
fully described in (a) the Prospectus (including all annexes and exhibits thereto and information incorporated therein by reference
as of the date of filing thereof), relating to the Registered Certificates and (b) the Private Placement Memorandum (including all
annexes and exhibits), relating to the Non-Registered Certificates, as each may be amended or supplemented at any time hereafter.

 The Mortgage Loan Seller
will indemnify the Depositor, the Underwriters, the Initial Purchasers and certain related parties with respect to certain disclosure
regarding the Mortgage Loans that is contained in (a) the Preliminary Prospectus, relating to the Registered Certificates (including
all annexes and exhibits thereto and information incorporated therein by reference as of the last Time of Sale, as defined in Schedule
4 to the Pooling and Servicing Agreement), (b) the Preliminary Private Placement Memorandum, relating to the Non-Registered Certificates
(including all annexes and exhibits thereto), (c) the Prospectus, (d) the Private Placement Memorandum and (e) certain
other disclosure documents and offering materials relating to the Certificates, pursuant to an indemnification agreement, dated as of
the Pricing Date (the “ Indemnification Agreement ”), among the Mortgage Loan Seller, the Depositor, the Underwriters
and the Initial Purchasers.

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

 Section 1.                
 Agreement to Purchase . The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser,
without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan
Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take
place on June 24, 2026 or such other date as shall be mutually acceptable to the parties hereto (the “ Closing Date ”).
As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due
on the Mortgage Loans, if any, on or before such date, whether or not received, of $52,500,000, subject to a variance of plus or minus
5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the
Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is
responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately
available funds or by such other method as shall be mutually acceptable to the parties hereto.

 2

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

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

 It is expressly agreed and
understood that, notwithstanding the assignment of the Mortgage Loan documents, it is expressly intended that the Mortgage Loan Seller
will receive the benefit of any securitization indemnification provisions in the Mortgage Loan documents.

 (b)               
 The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is intended by the parties hereto
to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage
Loans and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such
conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then:
(i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed
to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security
interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the
Mortgage Loans, (2) all

 3

 documents included in the related Mortgage
Files and Servicing Files, (3) all scheduled payments of principal and interest due on the Mortgage Loans after their respective
Cut-off Dates, and (4) all other recoveries of principal and interest collected thereon after their respective Cut-off Dates (other
than scheduled payments of principal and interest due on the Mortgage Loans on or before their respective Cut-off Dates and collected
after such respective Cut-off Dates or, in the case of Qualified Substitute Mortgage Loans (if any), due on or prior to the related date
of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage
Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the
possession by the Purchaser (or the Custodian) of the Mortgage Notes with respect to the Mortgage Loans subject hereto from time to time
and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession
by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such
security interest under applicable law; and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding
such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage
Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to
ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected
security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the
Pooling and Servicing Agreement.

 (c)               
 In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the
Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause
(i) of the definition of “Mortgage File” in Section 1.01 of the Pooling and Servicing Agreement (or, alternatively, if
the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified
in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is forty-five (45) days following
the Closing Date (or such later date as may be provided under Sections 2.01(b) or (c) of the Pooling and Servicing Agreement with
respect to any item), the remainder of the Mortgage File for each Mortgage Loan (which delivery shall be subject to clauses (e) and (f)
in the proviso of the definition of “Mortgage File”) and, except in the case of a Mortgage Loan that is part of a Non-Serviced
Whole Loan as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller under Sections 2.01(b)
and (c) of the Pooling and Servicing Agreement (other than amounts from reserve accounts and originals of letters of credit, which shall
be transferred to the Master Servicer) for each Mortgage Loan, and shall take such other actions and pay such costs with respect to the
Mortgage Loans as may be required under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement.

 (d)               
 In accordance with Section 2.01(b) of the Pooling and Servicing Agreement, with respect to letters of credit referred to in
clause (xii) of the definition of “Mortgage File”, the Mortgage Loan Seller shall deliver the original of such letter of credit
to the Master Servicer (with a copy to the Custodian) or, if such original has been submitted by the Mortgage Loan Seller to the issuing
bank to effect a reissuance, assignment or amendment of such letter of

 4

 credit (changing the beneficiary thereof to
the Master Servicer (in care of the Trustee) that may be required in order for the Master Servicer to draw on such letter of credit on
behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents), the Mortgage Loan
Seller shall be deemed to have satisfied the delivery requirements of this Agreement and the Pooling and Servicing Agreement by delivering
with respect to such letter(s) of credit a copy thereof to the Custodian indicating that such document has been delivered to the issuing
bank for reissuance 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, a copy of which shall be delivered to the Custodian within forty-five
(45) days of the Closing Date. 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 Trust in accordance with the applicable terms thereof and/or of the related
Mortgage Loan documents, the Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment
or amendment documents if the Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing)
to the Custodian within forty-five (45) days of the Closing Date. If not otherwise paid by the related Mortgagor, the Mortgage Loan 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 Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by
the Master Servicer on behalf of the Trust.

 In addition, pursuant to
Section 3.01(f) of the Pooling and Servicing Agreement, w ithin sixty (60)
days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of (i) the
receipt of a letter of credit pursuant to this Section 2(d) by the Master Servicer and (ii) the Closing Date, the Mortgage
Loan Seller shall notify each provider of a letter of credit for each Mortgage Loan (other than any Non-Serviced Mortgage Loan) identified
as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee) for the benefit of the Certificateholders
and any related Companion Holders shall be the beneficiary under each such letter of credit.

 In addition, on or prior
to the fifth (5th) Business Day after the Closing Date, the Mortgage Loan Seller, at its expense, shall deliver to the Custodian five
(5) limited powers of attorney substantially in the form attached hereto as Exhibit F in favor of the Custodian (on behalf of the
Trustee), the Master Servicer or the Special Servicer, as applicable, to empower the Custodian (on behalf of the Trustee) and, in the
event of the failure or incapacity of the Custodian (on behalf of the Trustee), the Master Servicer or the Special Servicer, as applicable,
to sign and/or deliver to a third party for submission, or to cause the Custodian to sign and/or deliver to a third party for submission,
for recording, at the expense of the Mortgage Loan Seller, any Mortgage Loan documents required to be recorded as described in Section
2.01 of the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be
included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee (or the Custodian on its
behalf)). The Mortgage Loan Seller agrees to reasonably cooperate with the Custodian, the Trustee, the Master Servicer or the Special
Servicer, as applicable, in connection with any additional powers of attorney or revisions thereto that are requested by such parties
for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan
by or under authorization by

 5

 any party hereto except to the extent that
the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier
of (i) the date that is one hundred eighty (180) days following the delivery of notice of such absence to the Mortgage Loan Seller,
but in no event earlier than eighteen (18) months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes
a Specially Serviced Mortgage Loan. The Custodian, the Master Servicer or the Special Servicer, as applicable, shall submit such documents
for recording, at the Mortgage Loan Seller’s expense, after the periods set forth above, provided , the Custodian, the Master
Servicer or the Special Servicer, as applicable, shall not submit such assignments for recording if the Mortgage Loan Seller produces
evidence that it or a third-party on its behalf has sent any such assignment for recording and certifies that the Mortgage Loan Seller
is awaiting its return from the applicable recording office.

 (e)               
 [Reserved.]

 (f)                
 In addition, with respect to each of the Mortgage Loans identified as Best Western Plus Park Place Inn & Mini Suites and Best
Western Plus Stovall’s Inn on the Mortgage Loan Schedule, each of which is secured by a Mortgaged Property that is subject to a
franchise agreement with a related comfort letter in favor of the Mortgage Loan Seller or the originator of the Mortgage Loan that requires
notice to or request of the related franchisors to transfer or assign any related comfort letter to the Trustee for the benefit of the
Certificateholders or otherwise 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 Mortgage Loan Seller or its
designee shall, within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter),
provide any such required notice to or make any such required request of the related franchisor (with a copy to the Master Servicer);
and, if the Mortgage Loan Seller receives notice from the Master Servicer that any such comfort letter with respect to a franchise agreement
has not been received within the timeframe provided under Section 2.01(g) of the Pooling and Servicing Agreement, the Mortgage Loan Seller
shall, within a commercially reasonable time after receipt of such notice, obtain a replacement comfort letter in substantially the same
form as the existing comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter)
in favor of the Trust.

 (g)               
 In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller,
at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer in accordance with
Section 2.01(d) of the Pooling and Servicing Agreement, the following items in its possession: (i) within five (5) Business Days
after the Closing Date, a copy of the Mortgage File for each Mortgage Loan (except that copies of any instruments of assignment that are
returned or delivered, as applicable, to the Custodian by the related public recording office in accordance with the requirements of Section 2.01(c)
of the Pooling and Servicing Agreement shall be delivered by the Custodian to the Master Servicer) and (ii) within five (5) Business
Days after the Closing Date, originals or copies of all financial statements, appraisals, environmental reports, engineering reports,
transaction screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates, major space leases, legal opinions
and tenant estoppels and any other relevant documents relating to the origination and servicing of any Mortgage Loan or related Whole
Loan that are reasonably necessary for the ongoing administration and/or servicing of the applicable Mortgage Loan or

 6

 Whole Loan in the possession or under the control
of the Mortgage Loan Seller that relate to the Mortgage Loans or related Whole Loan(s) and, to the extent that any original documents
or copies, as applicable, of the following documents are not required to be a part of a Mortgage File for any Mortgage Loan or Whole Loan,
originals or copies of all documents, certificates and opinions in the possession or under the control of the Mortgage Loan Seller that
were delivered by or on behalf of the related Mortgagors in connection with the origination of such Mortgage Loans ( provided that
the Mortgage Loan Seller shall not be required to deliver any internal communications (including such communications between such Mortgage
Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan Seller or any
of its Affiliates for such purposes), draft documents, attorney client communications that are privileged communications or constitute
legal or other due diligence analyses and credit underwriting or due diligence analyses or data); provided that the parties hereto
acknowledge and agree that some or all of the items in clauses (i) and (ii) of this sentence have, as of the Closing Date, been posted
to websites to which various parties to the Pooling and Servicing Agreement have access, and if any such items have been so posted to
any such website(s) to which the Master Servicer has access, such items will be deemed to have been delivered to the Master Servicer in
accordance with this sentence; and provided, further, that if the Master Servicer is unable to download such items from such website(s)
after making reasonable efforts to do so and provides notice (which may be delivered by electronic means) to the Mortgage Loan Seller,
the Mortgage Loan Seller shall deliver such items to the Master Servicer by such means as may be reasonably acceptable to the Master Servicer.
In addition, the Mortgage Loan Seller shall, in accordance with Section 2.01(f) of the Pooling and Servicing Agreement, deliver to it
and deposit with, or cause to be delivered to and deposited with, the Master Servicer within three (3) Business Days after the Closing
Date, all unapplied reserve funds and Escrow Payments in the possession or under the control of the Mortgage Loan Seller that relate
to the Mortgage Loans (other than any Non-Serviced Whole Loans). In addition, not later than the Closing Date, the Mortgage Loan Seller
shall provide to the Master Servicer the initial data with respect to each Mortgage Loan that is necessary for the preparation of the
initial CREFC ® Financial File and CREFC ® Loan Periodic Update File required to be delivered by the Master
Servicer under the Pooling and Servicing Agreement.

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

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

 7

 the Mortgage Loan Seller with respect to the
cure, repurchase or substitution provisions with respect to a Material Defect set forth in Section 5 .

 (j)                 
 Notwithstanding anything to the contrary, the Purchaser and the Mortgage Loan Seller hereby acknowledge and agree that with respect
to any Mortgage Loans being identified in the Pooling and Servicing Agreement as being subject to Retained Defeasance Rights and Obligations,
the Mortgage Loan Seller has transferred to a third party or has retained the right of the lender under the Mortgage Loan documents to
receive a percentage of the economic benefit associated with the ownership of the successor borrower, to designate or establish the successor
borrower and/or to purchase (or cause the purchase on behalf of the related borrower of) the related defeasance collateral, in each case
if there is a defeasance of such Mortgage Loan. The Purchaser shall cause the Pooling and Servicing Agreement to provide that: (i) if
the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan with Retained Defeasance Rights and Obligations,
then the Master Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Mortgage Loan Seller
or its assignee; and (ii) until such time as the Mortgage Loan Seller provides written notice to the contrary, notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations shall be delivered to the Mortgage Loan Seller pursuant to the notice
provisions of the Pooling and Servicing Agreement.

 Section 3.                
 Examination of Mortgage Loan Files and Due Diligence Review . The Mortgage Loan Seller shall reasonably cooperate with any
examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by
or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial
or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans,
shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s
representations and warranties made pursuant to Section 4 , except as expressly set forth in Section 5 .

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

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

 (c)               
 The Mortgage Loan Seller hereby represents and warrants, as of the Closing Date, to and for the benefit of the Purchaser only,
that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an
affiliate

 8

 thereof, the Underwriters and the Initial Purchasers)
who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans.

 (d)               
 The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s
role as “originator” for purposes of Regulation AB (or the role of any third party as “originator” of any Mortgage
Loan for which the Mortgage Loan Seller was not the originator for purposes of Regulation AB) and “sponsor” for purposes of
Regulation AB in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related
Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus
complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for
which compliance is required as of the date hereof. As used herein, “ Regulation AB ” means Subpart 229.1100 –
Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and
subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange
Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance
dates specified therein. Notwithstanding anything herein to the contrary, this Section 4(d) shall run exclusively for the benefit
of the Purchaser and no other party.

 (e)               
 With respect to each Servicing Function Participant that services a Mortgage Loan as of the Closing Date, the Mortgage Loan Seller
either (i) represents and warrants that as of the Closing Date such Servicing Function Participant is an Initial Sub-Servicer
under the Pooling and Servicing Agreement or (ii) (A) represents and warrants that it has caused each such Servicing Function
Participant to be required to comply, as evidenced by written documentation between each such Servicing Function Participant and the Mortgage
Loan Seller, with all reporting requirements set forth in Article XI of the Pooling and Servicing Agreement (including but not limited
to the indemnification of each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising
out of the delivery of any Deficient Exchange Act Deliverable) applicable to such Servicing Function Participant for the Mortgage Loans
and (B) covenants with the Purchaser that, for so long as the Trust is subject to the reporting requirements of the Exchange Act,
it shall cause each Servicing Function Participant that services a Mortgage Loan as of the Closing Date to comply with all reporting requirements
set forth therein.

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

 9

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

 (h)               
 [Reserved.]

 (i)                 
 Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall deliver or cause to be delivered an electronic copy
of the Diligence File for each Mortgage Loan to the Depositor by uploading such Diligence File (including, if applicable, any additional
documents that the Mortgage Loan Seller believes should be included to enable the Asset Representations Reviewer to perform an Asset Review
on such Mortgage Loan; provided that such documents are clearly labeled and identified) to the Designated Site, each such Diligence
File being organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the Mortgage
Loan Seller.

 (j)                 
 Within sixty (60) days after the Closing Date, the Mortgage Loan Seller shall provide to the Depositor a certificate substantially
in the form of Exhibit E , with a copy to each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor, each of which
may be sent by email.

 (k)               
 If, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it is missing any document that
is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection with its completion of the Asset
Review, then, upon written request of the Asset Representations Reviewer, the Mortgage Loan Seller shall provide to the Asset Representations
Reviewer, within ten (10) Business Days of receipt of such written request, any such document; provided , however ,
that the Mortgage Loan Seller shall be required to deliver such missing document only to the extent that such document is in the possession
of the Mortgage Loan Seller, but in any event excluding any documents that contain information that is proprietary to the related originator
or the Mortgage Loan Seller or any draft documents or privileged or internal communications.

 (l)                 
 Upon the completion of an Asset Review with respect to each Mortgage Loan in accordance with the Pooling and Servicing Agreement
and receipt of a written invoice from the Asset Representations Reviewer, the Mortgage Loan Seller shall pay the Asset

 10

 Representations Reviewer Asset Review Fee for
the Mortgage Loans, subject to that Asset Review within sixty (60) days of such written invoice from the Asset Representations Reviewer.
If any fees payable pursuant to this Section 4(l) are paid by the Trust pursuant to Section 12.02(b) of the Pooling and
Servicing Agreement, the Mortgage Loan Seller shall reimburse the Trust for the amount of any such fees.

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

 (n)               
 The Mortgage Loan Seller shall indemnify and hold harmless the Purchaser against any and all expenses, losses, claims, damages
and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any
claim or litigation arising out of or based upon any failure by the Mortgage Loan Seller to (A) pay the fees described under Section 4(l)
above within sixty (60) days of written request by the Asset Representations Reviewer or (B) within sixty (60) days
of the Closing Date (or such later date specified herein or in the Pooling and Servicing Agreement), provide all documents required to
be delivered by it pursuant to Section 4(i) of this Agreement and under the definition of “Diligence File” in
the Pooling and Servicing Agreement.

 (o)               
 The Mortgage Loan Seller covenants with the Purchaser that if, on or prior to the later of (i) the ninetieth (90th) day
following the Closing Date and (ii) the date upon which all Certificates have been sold to parties unaffiliated with the Depositor,
as a result of the occurrence of any event that occurred prior to the Closing Date with respect to the Mortgage Loans or the Mortgage
Loan Seller (and the Mortgage Loan Seller hereby covenants to promptly notify the Depositor, the Underwriters and the Initial Purchasers
of the occurrence of any such event to the extent it has knowledge thereof), an amendment or supplement to the Prospectus or Private Placement
Memorandum, including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the Mortgage Loans or the
Mortgage Loan Seller, is necessary to be delivered in connection with sales of the Certificates by the Underwriters, the Initial Purchasers
or a dealer, in order to correct any untrue statement of a material fact or any omission to state a material fact required to be stated
therein (solely in the case of the Prospectus) or necessary to make the statements therein, in the light of the circumstances when the
Prospectus or Private Placement Memorandum is delivered to a purchaser, not misleading, or an amendment or supplement to the Prospectus
or Private Placement Memorandum, including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding the Mortgage
Loans or the Mortgage Loan Seller, is necessary to comply with applicable law, the Mortgage Loan Seller shall do all things necessary
(or, with respect to information relating to the Mortgage Loans, provide all information in its possession) to assist the Depositor to
prepare and furnish, at the expense of the Mortgage Loan Seller (to the extent that such amendment or supplement relates to the Mortgage
Loan Seller, the Mortgage Loans and/or any information describing the same, as provided by the Mortgage Loan Seller), to the Underwriters
and Initial Purchasers such amendments or supplements to the Prospectus or Private Placement Memorandum as may be necessary, so that the
statements in the Prospectus or Private Placement Memorandum as so amended or supplemented, including Annexes A-1, A-2 and A-3 of the
Prospectus, with respect to any

 11

 information regarding the Mortgage Loans or
the Mortgage Loan Seller, will not so contain an untrue statement of material fact or omit to state a material fact required to be stated
therein (solely in the case of the Prospectus) or necessary to make the statements therein, in the light of the circumstances when the
Prospectus or Private Placement Memorandum is delivered to a purchaser, not misleading or so that the Prospectus or Private Placement
Memorandum (as so annexed or supplemented), including Annexes A-1, A-2 and A-3 of the Prospectus, with respect to any information regarding
the Mortgage Loans or the Mortgage Loan Seller, will not so fail to comply with applicable law. All terms used in this Section 4(o)
 and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement. Notwithstanding the foregoing,
the Mortgage Loan Seller shall have no affirmative obligation to monitor the performance of the Mortgage Loans or any changes in condition
or circumstance of any Mortgaged Property, Mortgagor, guarantor or any of their Affiliates after the Closing Date in connection with
its obligations under this Section 4(o) . The Underwriters and Initial Purchasers are third-party beneficiaries of the provisions
set forth in this Section 4(o) .

 Section 5.                
 Notice of Breach; Cure, Repurchase and Substitution . (a) The Mortgage
Loan Seller shall, not later than ninety (90) days after (i) except in the case of the succeeding clause (ii) ,
the Mortgage Loan Seller’s receipt of notice from any party to the Pooling and Servicing Agreement or, if earlier, the Mortgage
Loan Seller’s discovery of, a Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being
a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the
discovery by the Mortgage Loan Seller or any party to the Pooling and Servicing Agreement of such Material Defect and (y) receipt
of notice of the Material Defect from any party to the Pooling and Servicing Agreement (such ninety (90) day period, the “ Initial
Cure Period ”), (A) cure such Material Defect in all material respects, at the Mortgage Loan Seller’s own expense,
including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to the Pooling and
Servicing Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable),
at the applicable Purchase Price and in conformity with this Agreement and Section 2.03 of the Pooling and Servicing Agreement or
(C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
for such affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) (provided that in no event
shall any such substitution occur on or after 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 and in conformity with this Agreement and Section 2.03
of the Pooling and Servicing Agreement; provided , however , that except with respect to a Material Defect resulting solely
from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance
required pursuant to clause (viii) of the definition of “ Mortgage File ” by a date not later than eighteen (18) months
following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period,
the Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period
(such additional ninety (90) day period, the “ Extended Cure Period ”) to complete such cure (or, failing such cure,
to repurchase the related Mortgage Loan or REO Loan (excluding any related Companion Loan, if applicable) or substitute a Qualified Substitute

 12

 Mortgage Loan (other than with respect to the
Whole Loans, for which no substitution will be permitted)) and provided , further , that with respect to such Extended Cure
Period the Mortgage Loan Seller has delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall
promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer and (with respect to any Mortgage Loan other than an Excluded Loan, prior to
the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is
not capable of being cured within the Initial Cure Period and what actions the Mortgage Loan Seller is pursuing in connection with the
cure thereof and stating that the Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period;
and provided , further , that, if any such Material Defect is not cured after the Initial Cure Period and any such Extended
Cure Period solely due to the failure of the Mortgage Loan Seller to have received the recorded document, then the Mortgage Loan Seller
shall be entitled to continue to defer its cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen
(18) months after the Closing Date so long as the Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer,
the Directing Certificateholder (in the case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation
Termination Event) and the Certificate Administrator no less than every ninety (90) days, beginning at the end of such Extended Cure Period,
that the Material Defect is still in effect solely because of the failure of the applicable recording office to have recorded as filed
or returned evidence of filing the document (or made such evidence available online) and that the Mortgage Loan Seller is diligently pursuing
the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach that causes
any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without
regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified
mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the Mortgage
Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted
for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the funds in the amount of the Purchase Price remitted by the Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer
for deposit into the Collection Account. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released
basis.

 If the Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan agrees to a Loss of Value Payment,
pursuant to any agreement or a settlement between the Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trust (and, with
respect to any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with the consent of the Directing
Certificateholder if no Control Termination Event has occurred and is continuing) with respect to such Mortgage Loan, the amount of such
Loss of Value Payment shall be remitted by wire transfer to the Special Servicer for deposit into the Loss of Value Reserve Fund. The
Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Enforcing Servicer in respect of such Loss of Value
Payment and the portion of fees of the Asset Representations Reviewer payable pursuant to Section 4(l) above attributable to the
Asset Review of such Mortgage Loan and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss
of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf

 13

 regarding any such Material Defect in lieu
of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage
Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement
between the Mortgage Loan Seller and the Enforcing Servicer, on behalf of the Trust. The following terms shall apply to any Loss of Value
Payment: (i) prior to any agreement or settlement between the Mortgage Loan Seller and the Enforcing Servicer, nothing in this paragraph
shall preclude the Mortgage Loan Seller or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the
manner and timing set forth in this Agreement (excluding this paragraph) or the Pooling and Servicing Agreement (including any right to
cure, repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase Price of
the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2)
that causes a defective Mortgage Loan to be treated as a “qualified mortgage”) may not be cured by a Loss of Value Payment.

 The Mortgage Loan Seller’s
obligation to cure any Material Defect, repurchase or substitute for any affected Mortgage Loan or pay the Loss of Value Payment or other
required payment pursuant to this Section 5 shall constitute the sole remedy available to the Purchaser in connection with a Material
Defect; provided , however , that no limitation of remedy is implied with respect to the Mortgage Loan Seller’s breach
of its obligation to cure, repurchase or substitute in accordance with the terms and conditions of this Agreement. It is acknowledged
and agreed that the representations and warranties are being made for risk allocation purposes.

 The Mortgage Loan Seller
agrees that, with respect to any Non-Serviced Mortgage Loan, any “Material Defect” relating to a “Defect” in the
related “Mortgage File” (or analogous terms) under the related Non-Serviced PSA shall constitute a Material Defect under
this Agreement to the extent the Mortgage Loan Seller repurchases the Non-Serviced Companion Loan from the trust created pursuant to such
Non-Serviced PSA by reason of such “Material Defect”; provided , however , that the foregoing shall not apply
to any Material Defect (or analogous term) related solely to the promissory note for any related Non-Serviced Companion Loan.

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

 If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan
document(s), then the Mortgage Loan Seller shall cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach
and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees payable pursuant to Section 4(l) above to
the extent not previously paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such
Mortgage Loan; provided , however , that in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller
shall have the option to either

 14

 repurchase or substitute for the related Mortgage
Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the Mortgage
Loan Seller shall remit the amount of such costs and expenses to the Special Servicer for disbursement to the applicable Persons and upon
its making such remittance, the Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any fees
or expenses that are the subject of a cure by the Mortgage Loan Seller are subsequently obtained from the related Mortgagor, the portion
of the cure payment made by the Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly
be returned to the Mortgage Loan Seller.

 Notwithstanding anything
contained in this Agreement or the Pooling and Servicing Agreement, no delay in either the discovery of a Material Defect or in providing
notice of such Material Defect shall relieve the Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make
a Loss of Value Payment with respect to) the related Mortgage Loan if it is otherwise required to do so under this Agreement or the Pooling
and Servicing Agreement unless (i) the Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii)
such delay is a result of the failure by the Purchaser or by any other party to the Pooling and Servicing Agreement, to provide prompt
notice as required by the terms of this Agreement or the Pooling and Servicing Agreement, after such party has actual knowledge of such
Material Defect (it being understood that knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Code
Section 860G(a)(3), but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to
be treated as a qualified mortgage, and (iv) such delay or failure to provide notice (as required by the terms of this Agreement or the
Pooling and Servicing Agreement) prevented the Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise
curable. Notwithstanding anything contained in this Agreement, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole
or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility,
theater or fitness center (operated by a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to
such Mortgage Loan pursuant to Section 2 hereof shall not be a Material Defect.

 If there is a Material Defect
with respect to one or more Mortgaged Properties securing a Mortgage Loan, the Mortgage Loan Seller shall not be obligated to repurchase
the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the
related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy
the requirements, if any, set forth in the Mortgage Loan documents and the Mortgage Loan Seller provides an Opinion of Counsel to the
effect that such release would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

  

 (b)               
 Whenever one or more Qualified Substitute Mortgage Loans are substituted for a Defective Loan by the Responsible Repurchase Party
as contemplated by this Section 5 , upon direction by the Enforcing Servicer, the Responsible Repurchase Party shall deliver to
the

 15

 Custodian the related Mortgage File and a certification
to the effect that such Qualified Substitute Mortgage Loan satisfies or such Qualified Substitute Mortgage Loans satisfy, as the case
may be, all of the requirements of the definition of “Qualified Substitute Mortgage Loan” in the Pooling and Servicing Agreement.
No mortgage loan may be substituted for a Defective Loan as contemplated by this Section 5 if the Mortgage Loan to be replaced
was itself a Qualified Substitute Mortgage Loan, in which case, absent a cure of the relevant Material Defect, the affected Mortgage Loan
will be required to be repurchased as contemplated hereby. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan
(if any) after the related date of substitution, and Periodic Payments due with respect to each corresponding Deleted Mortgage Loan (if
any) after its respective Cut-off Date and on or prior to the related date of substitution, shall be part of the Trust Fund. Periodic
Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related date of substitution, and Periodic
Payments due with respect to each corresponding Defective Loan that is purchased or repurchased, as the case may be, or replaced with
one or more Qualified Substitute Mortgage Loans (any such Mortgage Loan, a “ Deleted Mortgage Loan ”) (if any) after
the related date of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the Responsible
Repurchase Party promptly following receipt.

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

 If any Mortgage Loan that
is part of a Crossed Mortgage Loan Group is required to be repurchased or substituted, the provisions of Section 2.03(h), Section 2.03(i)
and Section 2.03(j) of the Pooling and Servicing Agreement shall apply.

 (c)               
 The Responsible Repurchase Party shall be entitled, and the Purchaser shall cause the Pooling and Servicing Agreement to entitle
the Responsible Repurchase Party, upon the date when the full amount of the Purchase Price or Substitution Shortfall Amount (as the case
may be) for any Mortgage Loan repurchased or replaced as contemplated by this Section 5 has been deposited in the account
designated therefor by the Trustee as the assignee of the Purchaser (or the Master Servicer on behalf of the Trustee) and, if applicable,
receipt by the Trustee as the assignee of the Purchaser (or the Custodian) of the Mortgage File for each Qualified Substitute Mortgage
Loan (if any) to be substituted for a Deleted Mortgage Loan, together with any certifications and/or opinions required pursuant to this
 Section 5 to be delivered by the Responsible Repurchase Party, to (i) a release of the Mortgage File and any other items required
to be delivered by the Mortgage Loan Seller under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement for the Deleted
Mortgage Loan to the Responsible Repurchase Party or its designee, (ii) the execution and delivery of such instruments of release,
transfer and/or assignment, in each case without recourse, as shall be prepared by the Responsible Repurchase Party and are reasonably
necessary to vest in the Responsible Repurchase Party or its designee the legal and beneficial ownership of such Deleted Mortgage Loan
(including property acquired in respect thereof and proceeds of any insurance

 16

 policy with respect thereto), and (iii) the
execution and delivery of notice to the affected Mortgagor of the retransfer of such Deleted Mortgage Loan. In connection with any such
repurchase or substitution by the Responsible Repurchase Party, the Purchaser shall also cause the Pooling and Servicing Agreement to
require each of the Master Servicer and the Special Servicer to deliver to the Responsible Repurchase Party or its designee, and the Responsible
Repurchase Party or its designee shall be entitled to delivery from the Master Servicer and the Special Servicer of, any portion of the
related Servicing File, together with any Escrow Payments, reserve funds and any other items required to be delivered by the Mortgage
Loan Seller under Sections 2.01(b) and (c) of the Pooling and Servicing Agreement, held by or on behalf of the Master Servicer or
the Special Servicer, as the case may be, with respect to the Deleted Mortgage Loan, in each case at the expense of the Responsible Repurchase
Party.

 (d)               
 [Reserved.]

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

 (f)                
 If the Mortgage Loan Seller and Responsible Repurchase Party are not the same Person, the Mortgage Loan Seller will provide the
Responsible Repurchase Party copies of any 15Ga-1 Notice delivered to the Mortgage Loan Seller pursuant to the Pooling and Servicing
Agreement. The Mortgage Loan Seller (to the extent it receives any request or demand, whether oral or written, that a Mortgage Loan be
repurchased or replaced, whether arising from a Material Defect or other breach of a representation or warranty, such recipient a “ Seller
Request Recipient ” and such request or demand, a “ Repurchase Request ”) agrees to provide to the Purchaser:
(i) written notice of any Repurchase Request, which notice will specify if such Repurchase Request is a 15Ga-1 Notice; (ii) written
notice of (A) the existence of any dispute regarding such Repurchase Request, whether written or oral, between such Seller Request
Recipient and the Person making such Repurchase Request, (B) the expiration of any applicable Initial Cure Period, or, if applicable,
any Extended Cure Period, (C) the withdrawal of such Repurchase Request by the Person making such Repurchase Request, (D) the
rejection of such Repurchase Request by the Seller Request Recipient and (E) the repurchase or replacement of any Mortgage Loan
pursuant to this Section 5 and Section 2.03 of the Pooling and Servicing Agreement; and (iii) upon reasonable request of the Purchaser
(subject to Section 5(g) ), such other information in the Seller Request Recipient’s possession as would be necessary to
permit the Purchaser to comply with its obligations under Rule 15Ga-1 under the Exchange Act to disclose fulfilled and unfulfilled repurchase
or replacement requests or demands of any Person relating to any Mortgage Loan or to comply with any other obligations applicable to
it under law or regulation.

 Each notice required to be
delivered pursuant to this Section 5(f) may be delivered by electronic means. Each notice required to be delivered pursuant to
 clauses (i) and (ii) of the immediately preceding paragraph shall be given not later than the tenth (10 th ) Business
Day after the event giving rise to the requirement for such notice and any information requested pursuant to clause (iii)
of the immediately preceding paragraph shall be provided as promptly as practicable after such request is made. Each notice required to
be delivered pursuant to clause (i) of the immediately preceding paragraph shall identify (a) the date on which such
Repurchase Request

 17

 was made, (b) the Mortgage Loan with respect
to which such Repurchase Request was made, (c) the identity of the Person making such request, and (d) the basis, if any, asserted
for such request by such Person. Each notice required to be delivered pursuant to clause (ii) of the immediately preceding
paragraph shall identify (a) the date of such withdrawal, rejection, repurchase or replacement, or the date of the commencement of
such dispute, as applicable, (b) if pertaining to a dispute, the nature of such dispute, (c) if pertaining to the expiration
of an Initial Cure Period or an Extended Cure Period, the expiration date of such Initial Cure Period or, if applicable, an Extended Cure
Period, (d) if pertaining to a withdrawal, the basis for such withdrawal given to the Seller Request Recipient or an indication that
no basis was given by the Person withdrawing such Repurchase Request, (e) if pertaining to a rejection by the Seller Request Recipient,
the basis for the Seller Request Recipient’s rejection and (f) if pertaining to a repurchase or replacement, the date of such
repurchase or replacement.

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

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

 (i)                 
 The Purchaser shall provide to the Mortgage Loan Seller any relevant portions of any Form ABS-15G that the Purchaser is required
to file with the Commission pursuant to Rule 15Ga-1 under the Exchange Act (only to the extent that such portions relate to any Mortgage
Loan and that was not provided by the Mortgage Loan Seller) on or before the date that is five (5) Business Days prior to the date
such Form ABS-15G is required to be filed with the Commission. The Trust’s CIK# is 0002135998.

 18

 Section 6.                
 Closing . The closing of the sale of the Mortgage Loans (the “ Closing ”) shall be held at the offices
of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date.

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

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

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

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

 (iv)                       The result
of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on
behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;

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

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

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

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

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

 (x)                            Prior to
the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor
a sub-certification (the

 19

 “ Mortgage Loan Seller Sub-Certification ”)
to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation
AB.

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

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

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

 (ii)                           The Indemnification
Agreement, duly executed by the respective parties thereto;

 (iii)                        A Secretary’s
Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage
Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching
thereto as exhibits the organizational documents of the Mortgage Loan Seller;

 (iv)                       A certificate
of good standing with respect to the Mortgage Loan Seller issued by the Office of the Comptroller of the Currency not earlier than thirty
(30) days prior to the Closing Date or otherwise reasonably acceptable to the Depositor, and upon which the Interested Parties
may rely;

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

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

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

 (viii)                 A letter
from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with
respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum),
relating to the information regarding the Mortgage

 20

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

 (ix)                         A letter
from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with
respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information
regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may
be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special
counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private
Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller
or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, in
the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding
the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the agreed upon portions
of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB;

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

 (xi)                         One or
more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters
and the Initial Purchasers, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum,
and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed to, and in form and substance
acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology
used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described
in such letters, and which shall include a comparison of certain mortgage loan-related documents

 21

 to the information set forth in the Master
Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans
set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private
Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary
Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively,
and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and
in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;

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

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

 Section 8.                
 Additional Reporting Under Regulation AB . With respect to any period during which the Trust is subject to the reporting
requirements of the Exchange Act, the Mortgage Loan Seller shall provide to the Purchaser and the Certificate Administrator any information
that constitutes “Additional Form 10-D Information” or “Additional Form 10-K Information” but only
if and to the extent that the Mortgage Loan Seller (or any originator of the Mortgage Loans sold by the Mortgage Loan Seller to the Depositor,
if such originator constitutes an “originator” contemplated by Item 1110(b) of Regulation AB and such information is
required to be reported with respect to such originator) is the applicable “Party Responsible” (solely in its capacity as
a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning of Regulation AB, of any Mortgage
Loans) under the terms of Exhibit BB or Exhibit CC to the Pooling and Servicing Agreement (it being acknowledged that the Mortgage Loan
Seller (solely in its capacity as a sponsor or originator (or as successor in interest to any predecessor originator), within the meaning
of Regulation AB, of any Mortgage Loans) does not constitute the “Party Responsible” for any “Form 8-K Information”
set forth on Exhibit DD of the Pooling and Servicing Agreement). In each case, such delivery shall be made in a form ready for inclusion
in the related filing (and in a data file-type readily convertible to an EDGAR form), including a summary of material information if requested
by the Purchaser, or in such other form as otherwise agreed by the Purchaser, the Certificate Administrator and the Mortgage Loan Seller.
In each case, such delivery shall be made not later than five (5) calendar days after the related Distribution Date (in the case of any
such “ Additional Form 10-D Information ”), and no later than March 1 of each year subsequent to the fiscal
year that the Trust is subject to the Exchange Act reporting requirements (in the case of any such “ Additional Form 10-K
Information ”). In no event shall the Mortgage Loan Seller be required to provide any information that is not required to be
reported on Form 10-D or Form 10-K, as the case may be, under the Exchange Act and the rules and regulations of the Commission
thereunder. The obligation of Mortgage Loan Seller to provide the above-referenced disclosure materials shall be suspended (for so long
as neither the Trust nor, with respect to any Serviced Companion Loan related to a Serviced Pari Passu Mortgage Loan sold to the Trust
by Seller, the trust in the related Other Securitization, is subject to the reporting requirements of the

 22

 Exchange Act), as to any fiscal year, upon
the Certificate Administrator or the Trustee, as applicable, filing the form necessary to be filed with the Commission to suspend the
Trust’s reporting obligations under the Exchange Act as to that fiscal year in accordance with Section 11.08 of the Pooling and
Servicing Agreement or the reporting requirements with respect to the Trust under the Exchange Act have otherwise been automatically suspended;
provided that for the avoidance of doubt, the suspension of such information reporting does not apply to information that is required
to be provided for the fiscal year prior to suspension of the Trust’s reporting requirements under the Exchange Act (including Additional
Form 10-K Information required to be disclosed on the Form 10-K related to the fiscal year preceding the year in which the form necessary
to be filed with the Commission to suspend the Trust’s reporting obligations under the Exchange Act was filed).

 In addition, with respect
to any period during which the Trust is subject to the reporting requirements of the Exchange Act, the Mortgage Loan Seller shall reasonably
cooperate with each of the Depositor, the Master Servicer and the Certificate Administrator, upon the reasonable request of such party,
by providing all Mortgage Loan-related documents, data and information in the possession of the Seller at or prior to the Closing Date
and necessary for the ongoing compliance by the Depositor and the Trust with the requirements of Form 10-D with respect to Items 1111
and 1125 of Regulation AB; provided that the Seller shall not be required to provide any documents that are proprietary to the
related originator or the Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.

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

 23

 materials or structural and collateral term
sheets (or any similar item) and this Agreement as the Underwriters and the Initial Purchasers may reasonably request; (viii) the
fees of the rating agency or agencies engaged to consider rating the Certificates or hired and requested to rate the Certificates; (ix) all
registration fees incurred by the Purchaser in connection with the filing of its Registration Statement allocable to the issuance of the
Registered Certificates; (x) the upfront fee payable to the Asset Representations Reviewer on the Closing Date in the amount agreed by
the parties hereto; and (xi) the reasonable fees and expenses of special counsel to the Purchaser.

 Section 10.            
 Notices . All demands, notices and communications hereunder shall be in writing, and shall be deemed to have been duly given
when delivered (or, in the case of facsimile or electronic notices, when received), if to the Purchaser (except as otherwise provided
in Section 4(j) ), addressed to the address for such party set forth in Section 13.05 of the Pooling and Servicing Agreement, or
such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing; or, if to the Mortgage Loan Seller, to
the address for such party set forth in Section 13.05 of the Pooling and Servicing Agreement or such other address as may be designated
by the Mortgage Loan Seller to the Purchaser in writing.

 Section 11.            
 Miscellaneous . Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated
except by a writing signed by a duly authorized officer of the party against whom enforcement of such change, waiver, discharge or termination
is sought to be enforced. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,”
“signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement
or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated
with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. This Agreement will
inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and no other person (other
than an identified third-party beneficiary) will have any right or obligation hereunder. The Mortgage Loan Seller shall be an express
third party beneficiary to the Pooling and Servicing Agreement to the extent set forth therein. The Asset Representations Reviewer shall
be an express third party beneficiary of Sections 4(i) , 4(k) and 4(l) of this Agreement.

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

 24

 Mortgage Loans by the Mortgage Loan Seller
to the Purchaser and by the Purchaser to the Trust, notwithstanding any restrictive or qualified endorsement or assignment in respect
of any Mortgage Loan.

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

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

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

 Section 16.            
 Successors and Assigns . The rights and obligations of the Mortgage Loan Seller under this Agreement shall not be assigned
by the Mortgage Loan Seller without the

 25

 prior written consent of the Purchaser, except
that any person into which the Mortgage Loan Seller may be merged or consolidated, or any person resulting from any merger, conversion
or consolidation to which the Mortgage Loan Seller is a party, or any person succeeding to all or substantially all of the business of
the Mortgage Loan Seller, shall be the successor to the Mortgage Loan Seller hereunder. In connection with its transfer of the Mortgage
Loans to the Trust as contemplated by the recitals hereto, the Purchaser is expressly authorized to assign its rights under this Agreement,
in whole or in part, to the Trustee for the benefit of the registered holders and beneficial owners of the Certificates. To the extent
of any such assignment, the Trustee, for the benefit of the registered holders and beneficial owners of the Certificates, shall be the
Purchaser hereunder. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage
Loan Seller and the Purchaser, and their respective successors and permitted assigns.

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

 Section 18.            
 Entire Agreement . This Agreement constitutes the entire agreement and understanding of the parties with respect to the matters
addressed herein, and this Agreement supersedes any prior agreements and/or understandings, written or oral, with respect to such matters;
 provided , however , that in no event shall this provision be construed to limit the effect of the Indemnification Agreement
or the memorandum of understanding dated May 27, 2026 among the Mortgage Loan Seller, the Purchaser and certain other parties or any separate
acknowledgments and agreements executed and delivered pursuant to such memorandum of understanding.

  

 Section 19.            
 Recognition of U.S. Special Resolution Regimes .

 (i)                              In the event
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement (and any interest
and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective to the same extent as
the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest and obligation in or under,
and any property securing, this Agreement) were governed by the laws of the United States or a State of the United States.

 (ii)                           In the
event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution
Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws
of the United States or a State of the United States.

 (iii)                        For the
purposes of this Section 19 and Section 20 , the following definitions apply:

 26

 “ BHC Affiliate ”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

 “ Covered Party ”
means any party to this Agreement that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with 12 C.F.R.
§47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

 “ Default Right ”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as
applicable.

 “ U.S. Special Resolution
Regime ” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 Section 20.            
 Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings .

 (i)                              Notwithstanding
anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section 19 , no party to
this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to this Agreement that is related,
directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency, liquidation, resolution, or
similar proceeding (each an “ Insolvency Proceeding ”), except to the extent the exercise of such Default Right would
be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as
applicable.

 (ii)                           After a
BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to exercise any Default
Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default Right shall have the burden
of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.

 [SIGNATURE PAGE FOLLOWS]

 27

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

 ZIONS BANCORPORATION, N.A.

 By:
 /s/ Brian K. Bokor

 Name: Brian K. Bokor

 Title: EVP - Enterprise Services Division,

   Capital Markets

 BBCMS 2026-5C42 - Mortgage Loan Purchase Agreement (ZBNA)

 BARCLAYS COMMERCIAL MORTGAGE

 SECURITIES LLC

 By:
 /s/ Daniel Schmidt

 Name: Daniel Schmidt

 Title: Authorized Signatory

 BBCMS 2026-5C42 - Mortgage Loan Purchase Agreement (ZBNA)

 EXHIBIT A

 MORTGAGE LOAN SCHEDULE

 Exh. A- 1

 BBCMS 2026-5C42

MORTGAGE LOAN SCHEDULE

 Sequence
 #
 Seller
 Property
 Name
 Property
 Address
 City
 State
 Zip
 Code
 County
 Property
 Type
 Original
 Balance
 Current
 Balance
 Monthly
 Debt Service
 Accrual
 Type
 Interest
 Rate (%)
 Net
 Mortgage Interest Rate
 Maturity/ARD
 Date
 Final
 Mat Date

 11
 ZBNA
 Best
 Western Plus Park Place Inn & Mini Suites
 1544
 South Harbor Boulevard
 Anaheim
 CA
 92802
 Orange
 Hospitality
 23,000,000
 23,000,000.00
 115,236.92
 Actual/360
 5.93000%
 5.90944%
 6/6/2031
 6/6/2031

 15
 ZBNA
 Best
 Western Plus Stovall’s Inn
 1110
 West Katella Avenue
 Anaheim
 CA
 92802
 Orange
 Hospitality
 16,500,000
 16,500,000.00
 86,015.80
 Actual/360
 6.17000%
 6.14944%
 6/6/2031
 6/6/2031

 21
 ZBNA
 2104
 Ryer Avenue
 2104
 Ryer Avenue
 Bronx
 NY
 10457
 Bronx
 Multifamily
 13,000,000
 13,000,000.00
 73,481.60
 Actual/360
 6.69000%
 6.66944%
 1/6/2031
 1/6/2031

 BBCMS 2026-5C42

MORTGAGE LOAN SCHEDULE

 Sequence
 #
 Seller
 Property
 Name
 ARD
 Step Up (%)
 Term
 Rem.
 Term
 Amort.
 Term
 Rem.
 Amort.
 Crossed
 Loan
 Title
 Type
 Description
 of LOC
 Letter
 of Credit
 Total
 Servicing Fee

 11
 ZBNA
 Best
 Western Plus Park Place Inn & Mini Suites

 60
 60
 0
 0
 NAP
 Fee
 NAP
 No
 0.00250%

 15
 ZBNA
 Best
 Western Plus Stovall’s Inn

 60
 60
 0
 0
 NAP
 Fee
 / Leasehold
 NAP
 No
 0.00250%

 21
 ZBNA
 2104
 Ryer Avenue

 60
 55
 0
 0
 NAP
 Fee
 NAP
 No
 0.00250%

 EXHIBIT B-1

 REPRESENTATIONS AND WARRANTIES WITH RESPECT
TO THE MORTGAGE LOAN

SELLER

 The Mortgage Loan Seller
hereby represents and warrants that, as of the Time of Sale and as of the date hereof:

 (a)                           The Mortgage
Loan Seller is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America.

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

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

 (d)                          This Agreement,
assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation
of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable
bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting
the enforcemen…