Exhibit 4.7


 


EXECUTION VERSION


	 






 





GS MORTGAGE SECURITIES CORPORATION II



as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION



as Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


as Special Servicer


 


U.S. BANK NATIONAL ASSOCIATION


 


as Certificate Administrator


 


U.S. BANK NATIONAL ASSOCIATION


 


as Custodian


 


and


 


U.S. BANK NATIONAL ASSOCIATION



as Trustee









 



 


TRUST AND SERVICING AGREEMENT



Dated as of October 6, 2017



 

 


 


GS Mortgage Securities Corporation Trust 2017-SLP

Commercial Mortgage Pass-Through Certificates, Series 2017-SLP


	 


 




    


     


    

 


TABLE OF CONTENTS


 





	Article
    1
	 
	DEFINITIONS
	 
	Section 1.1	Definitions	5
	Section 1.2	Interpretation	59
	Section 1.3	Certain Calculations in Respect of the Trust
    Loan or the Whole Loan	60
	 	 	 
	Article
    2
	 
	DECLARATION
    OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF RETAINED INTEREST
	 
	Section 2.1	Creation and Declaration of Trust; Conveyance
    of the Trust Loan	62
	Section 2.2	Acceptance by the Trustee, the Custodian and
    the Certificate Administrator	67
	Section 2.3	Representations and Warranties of the Trustee	68
	Section 2.4	Representations and Warranties of the Servicer	69
	Section 2.5	Representations and Warranties of the Special
    Servicer	70
	Section 2.6	Representations and Warranties of the Depositor	71
	Section 2.7	Representations and Warranties of the Certificate
    Administrator	73
	Section 2.8	Representations and Warranties Contained in
    the Loan Purchase Agreement	74
	Section 2.9	Execution and Delivery of Certificates; Issuance
    of Uncertificated Lower-Tier Interests	77
	Section 2.10	Miscellaneous REMIC Provisions	77
	 	 	 
	Article
    3
	 
	ADMINISTRATION
    AND SERVICING OF THE WHOLE LOAN
	 
	Section 3.1	Servicer to Act as the Servicer; Special Servicer
    to Act as the Special Servicer	77
	Section 3.2	Sub-Servicing Agreements	79
	Section 3.3	Cash Management Account	81
	Section 3.4	Collection Account	81
	Section 3.5	Distribution Account	86
	Section 3.6	Foreclosed Property Account	87
	Section 3.7	Appraisal Reductions	87
	Section 3.8	Investment of Funds in the Collection Account
    and The Foreclosed Property Account	90
	Section 3.9	Payment of Taxes, Assessments, etc	92
	Section 3.10	Appointment of Special Servicer	92
	Section 3.11	Maintenance of Insurance and Errors and Omissions
    and Fidelity Coverage	99



 






    -i-


     


    

 


	Section 3.12	Procedures with Respect to the Trust Loan; Realization
    upon the Property	101
	Section 3.13	Custodian to Cooperate; Release of Items in
    the Mortgage File	103
	Section 3.14	Title and Management of Foreclosed Property	103
	Section 3.15	Sale of Foreclosed Property	106
	Section 3.16	Sale of the Whole Loan and the Trust Loan	108
	Section 3.17	Servicing Compensation	110
	Section 3.18	Reports to the Certificate Administrator; Account
    Statements	114
	Section 3.19	[Reserved]	115
	Section 3.20	[Reserved]	115
	Section 3.21	Access to Certain Documentation Regarding the
    Whole Loan and Other Information	115
	Section 3.22	Inspections; Collection of Financial Statements	116
	Section 3.23	Advances	117
	Section 3.24	Modifications of Loan Documents	120
	Section 3.25	Servicer and Special Servicer May Own Certificates	123
	Section 3.26	Rating Agency Confirmations	123
	Section 3.27	Miscellaneous Provisions	124
	Section 3.28	Companion Loan Intercreditor Matters	125
	 	 	 
	Article
    4
	 	 	 
	PAYMENTS
    AND STATEMENTS TO CERTIFICATEHOLDERS AND THE RETAINED INTEREST OWNER
	 	 	 
	Section 4.1	Distributions	126
	Section 4.2	Withholding Tax	132
	Section 4.3	Allocation and Distribution of Yield Maintenance
    Premiums	133
	Section 4.4	Statements to Certificateholders and the RR
    Interest Owner	133
	Section 4.5	Investor Q&A Forum and Investor Registry	137
	 	 	 
	Article
    5
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.1	The Certificates	139
	Section 5.2	Form and Registration	140
	Section 5.3	Registration of Transfer and Exchange of Certificates
    and RR Interest	142
	Section 5.4	Mutilated, Destroyed, Lost or Stolen Certificates	150
	Section 5.5	Persons Deemed Owners	150
	Section 5.6	Access to List of Certificateholders’
    and the RR Interest Owner’s Names and Addresses; Special Notices	151
	Section 5.7	Maintenance of Office or Agency	151



 






    -ii-


     


    

 


	Article
    6
	 	 	 
	THE
    DEPOSITOR,     THE SERVICER, THE SPECIAL SERVICER, THE CONTROLLING CLASS REPRESENTATIVE AND THE RISK RETENTION CONSULTATION
    PARTY
	 	 	 
	Section 6.1	Respective Liabilities of the Depositor, the
    Servicer and the Special Servicer	152
	Section 6.2	Merger or Consolidation of the Servicer or the
    Special Servicer	152
	Section 6.3	Limitation on Liability of the Depositor, the
    Servicer, the Special Servicer and Others	152
	Section 6.4	Termination of the Special Servicer Without
    Cause	153
	Section 6.5	The Controlling Class Representative and the
    Risk Retention Consultation Party	155
	Section 6.6	Servicer and Special Servicer Not to Resign	162
	Section 6.7	Indemnification by the Servicer, the Special
    Servicer and the Depositor	163
	 	 	 
	Article
    7
	 	 	 
	SERVICER
    TERMINATION EVENTS; SPECIAL SERVICER
    TERMINATION EVENTS; TERMINATION
    OF SERVICER AND SPECIAL SERVICER
	 
	Section 7.1	Servicer Termination Events; Special Servicer
    Termination Events	164
	Section 7.2	Trustee to Act; Appointment of Successor	168
	Section 7.3	Notification to Certificateholders, RR Interest
    Owner, the Depositor and the Rating Agencies	170
	Section 7.4	Other Remedies of Trustee	171
	Section 7.5	Waiver of Past Servicer Termination Events and
    Special Servicer Termination Events	171
	Section 7.6	Trustee as Maker of Advances	171
	 	 	 
	Article
    8
	 	 	 
	THE TRUSTEE,
    THE CUSTODIAN AND CERTIFICATE ADMINISTRATOR
	 	 	 
	Section 8.1	Duties of the Trustee, the Custodian and the
    Certificate Administrator	172
	Section 8.2	Certain Matters Affecting the Trustee and the
    Certificate Administrator	175
	Section 8.3	None of the Trustee, the Custodian or the Certificate
    Administrator is Liable for the Certificates, the RR Interest or the Trust Loan	178
	Section 8.4	Trustee, the Custodian and Certificate Administrator
    May Own Certificates	180
	Section 8.5	Trustee’s and Certificate Administrator’s
    Fees and Expenses	180
	Section 8.6	Eligibility Requirements for the Trustee, the
    Custodian and the Certificate Administrator; Errors and Omissions Insurance	181
	Section 8.7	Resignation and Removal of the Trustee, the
    Custodian or the Certificate Administrator	182



 






    -iii-


     


    

 


	Section 8.8	Successor Trustee or Successor Certificate Administrator	184
	Section 8.9	Merger or Consolidation of the Trustee, the
    Custodian or the Certificate Administrator	184
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	184
	Section 8.11	Appointment of Authenticating Agent	186
	Section 8.12	Indemnification by the Trustee, the Custodian
    and the Certificate Administrator	187
	Section 8.13	Certificate Administrator and Servicer Not Responsible
    for Inconsistent Payment Information	187
	Section 8.14	Access to Certain Information	188
	 	 	 
	Article
    9
	 	 	 
	TERMINATION
	 	 	 
	Section 9.1	Termination	193
	Section 9.2	Additional Termination Requirements	194
	Section 9.3	Trusts Irrevocable	195
	 	 	 
	Article
    10
	 	 	 
	MISCELLANEOUS
    PROVISIONS
	 	 	 
	Section 10.1	Amendment	195
	Section 10.2	Recordation of Agreement; Counterparts	198
	Section 10.3	Governing Law; Submission to Jurisdiction; Waiver
    of Jury Trial	198
	Section 10.4	Notices	199
	Section 10.5	Notices to the Rating Agencies	203
	Section 10.6	Severability of Provisions	204
	Section 10.7	Limitation on Rights of Certificateholders and
    the RR Interest Owner	204
	Section 10.8	Certificates and RR Interest Nonassessable and
    Fully Paid	205
	Section 10.9	Reproduction of Documents	205
	Section 10.10	No Partnership	205
	Section 10.11	Actions of Certificateholders and the RR Interest
    Owner	205
	Section 10.12	Successors and Assigns	206
	Section 10.13	Acceptance by Authenticating Agent, Certificate
    Registrar	206
	Section 10.14	Streit Act	206
	Section 10.15	Assumption by Trust of Duties and Obligations
    of the Sponsor Under the Loan Documents	206
	Section 10.16	Notice to Each Rating Agency	207
	Section 10.17	Exchange Act Rule 17g-5 Procedures	208
	Section 10.18	Cooperation with the Sponsor with Respect to
    Rights Under the Loan Agreement	211



 






    -iv-


     


    

 


	Article
    11
	 	 	 
	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.1	Intent of the Parties; Reasonableness	212
	Section 11.2	Succession; Sub-Servicers; Subcontractors	212
	Section 11.3	Other Securitization Trust’s Filing Obligations	214
	Section 11.4	Form 10-D Disclosure	214
	Section 11.5	Form 10-K Disclosure	215
	Section 11.6	Form 8-K Disclosure	215
	Section 11.7	Annual Compliance Statements	216
	Section 11.8	Annual Reports on Assessment of Compliance with
    Servicing Criteria	217
	Section 11.9	Annual Independent Public Accountants’
    Servicing Report	218
	Section 11.10	Significant Obligor	219
	Section 11.11	Sarbanes-Oxley Backup Certification	220
	Section 11.12	Indemnification	221
	Section 11.13	Amendments	222
	Section 11.14	Termination of the Certificate Administrator	222
	Section 11.15	Termination of Sub-Servicing Agreements	222
	Section 11.16	Notification Requirements and Deliveries in
    Connection with Securitization of a Companion Loan	222
	 	 	 
	Article
    12
	 	 	 
	REMIC
    ADMINISTRATION
	 
	Section 12.1	REMIC Administration	224
	Section 12.2	Foreclosed Property	227
	Section 12.3	Prohibited Transactions and Activities	229
	Section 12.4	Indemnification with Respect to Certain Taxes
    and Loss of REMIC Status	230




 





	EXHIBITS	 
	 	 
	Exhibit A-1	Form of Class A Certificates
	 	 
	Exhibit A-2	Form of Class X-A Certificates
	 	 
	Exhibit A-3	Form of Class X-B Certificates
	 	 
	Exhibit A-4	Form of Class B Certificates
	 	 
	Exhibit A-5	Form of Class C Certificates
	 	 
	Exhibit A-6	Form of Class D Certificates
	 	 
	Exhibit A-7	Form of Class E Certificates
	 	 
	Exhibit A-8	Form of Class F Certificates
	 	 
	Exhibit A-9	Form of Class G Certificates




 






    -v-


     


    

 





	Exhibit
    A-10	Form
    of Class R Certificates
	 	 
	Exhibit B	Form of Request
    for Release
	 	 
	Exhibit C	Form of Transfer
    Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	 	 
	Exhibit D	Form of Transfer
    Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	 	 
	Exhibit E	Form of Transfer
    Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
	 	 
	Exhibit F	Form of Certification
    to be given by Beneficial Owner of Temporary Regulation S Global Certificate
	 	 
	Exhibit G	Form of Transfer
    Certificate of Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	 	 
	Exhibit H	Form of Transfer
    Certificate of Non-Book Entry Certificate to Regulation S Global Certificate
	 	 
	Exhibit I	Form of Transfer
    Certificate of Non-Book Entry Certificate to Rule 144A Global Certificate
	 	 
	Exhibit J-1	Investment Representation Letter
	 	 
	Exhibit J-2	Form of Affidavit
    Pursuant to Section 860E(e) of the Internal Revenue Code of 1986
	 	 
	Exhibit J-3	Form of Transferor Letter
	 	 
	Exhibit J-4	Form of Transferee Certificate for Transfers
    of the RR Interest
	 	 
	Exhibit J-5	Form of Transferor Certificate for Transfers
    of the RR Interest
	 	 
	Exhibit K-1	Form of Investor Certification for Non-Borrower
    Related Parties and/or the Risk Retention Consultation Party
	 	 
	Exhibit K-2	Form of Investor Certification for Borrower
    Related Parties (For Persons Other than the Risk Retention Consultation Party)
	 	 
	Exhibit K-3	Form of Investor Certification for Exercising
    Voting Rights
	 	 
	Exhibit K-4	Form of Certification of the Risk Retention
    Consultation Party
	 	 
	Exhibit L	Applicable Servicing Criteria
	 	 
	Exhibit M	Form of NRSRO Certification
	 	 
	Exhibit N	Form of Power of Attorney
	 	 
	Exhibit O	Form of ERISA Representation Letter



 






    -vi-


     


    

 


	Exhibit P	Form of Online Vendor Certification
	 	 
	Exhibit Q-1	Form of Transferor Certificate for Transfer
    of the Excess Servicing Fee Rights
	 	 
	Exhibit Q-2	Form of Transferee Certificate for Transfer
    of the Excess Servicing Fee Rights
	 	 
	Exhibit R	Form of Custodial Certification / Exception
    Report
	 	 
	Exhibit S	Form of Notice to Parties of a Control Termination
    Event / Consultation Termination Event
	 	 
	Exhibit T	Additional Form 10-D Disclosure
	 	 
	Exhibit U	Additional Form 10-K Disclosure
	 	 
	Exhibit V	Form 8-K Disclosure Information
	 	 
	Exhibit W	Additional Disclosure Notification
	 	 
	Exhibit X	Initial Sub-Servicers
	 	 
	Exhibit Y	Form of Back-up Certification




 






    -vii-


     


    




 





THIS TRUST AND SERVICING AGREEMENT
(“Agreement”) is dated as of October 6, 2017, among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator,
as Custodian and as Trustee.


 


INTRODUCTORY STATEMENT


 


Terms not defined in this Introductory
Statement shall have the meanings specified in Article 1 hereof.


 


Reference is made to that certain
fixed rate 5-year mortgage loan (the “Whole Loan”), evidenced by three senior promissory notes and one junior
promissory notes (the “Notes”).


 


The Whole Loan was originated
by Goldman Sachs Mortgage Company (together with its successors-in-interest, the “Sponsor”), pursuant to that
certain Mortgage Loan Agreement, dated as of September 22, 2017 (as amended from time to time, the “Loan Agreement”),
by and between the Loan Lender and the Loan Borrowers. As of the Cut-off Date, the aggregate outstanding principal balance of the
Whole Loan was $800,000,000.


 


The Whole Loan consists of (a)
a portion that has an unpaid principal balance as of the Cut-off Date of $725,000,000 (the “Trust Loan”), and
is evidenced by Promissory Note A-1 (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented,
consolidated, severed, split or otherwise modified, “Note A-1” or the “Trust A Note”), Promissory
Note B (as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split
or otherwise modified “Note B” or the “B Note” and, together with the Trust A Note, the “Trust
Notes”), and (b) a portion that has an unpaid principal balance as of the Cut-off Date of $75,000,000 (the “Companion
Loan”), and is evidenced by Promissory Notes A-2 and A-3 (as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified, the “Companion Loan Notes” and, together
with the Trust A Note, the “A Notes”). The Trust A Note, the B Note and the Companion Loan Note are collectively
referred to herein as the “Notes” and, each, as a “Note”.


 


On the Closing Date, the Sponsor
has sold the Trust Loan to the Depositor pursuant to a Mortgage Loan Purchase and Sale Agreement, dated as of the Closing Date,
by and between the Sponsor and the Depositor (the “Loan Purchase Agreement”).


 


As of the Closing Date, Notes
A-2 and A-3 were held by GSMC. The relative rights of the respective lenders in respect of the Whole Loan are set forth in a co-lender
agreement dated as of October 31, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Co-Lender
Agreement”), between the holders of the Notes related to the Trust Loan and the holder of the Companion Loan Note. From
and after the Closing Date, the entire Whole Loan is to be serviced and administered in accordance with this Agreement.


 






    


     


    

 


As provided for herein, the Certificate
Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for federal income
tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier
REMIC” and, each, a “Trust REMIC”). Each Class of Regular Certificates and the RR Interest will represent
a single Class of “regular interests” in the Upper-Tier REMIC, as further described herein. Each Class of Uncertificated
Lower-Tier Interests will represent a single class of “regular interests” in the Lower-Tier REMIC as further described
herein. The Class R Certificates will evidence the sole Class of “residual interests” in each of the Upper-Tier
REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


 


In exchange for the Trust Loan
and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A, Class X-A, Class X-B, Class B,
Class C, Class D, Class E, Class F, Class G and Class R Certificates (collectively, the “Certificates”) and
the RR Interest. The Certificates and the RR Interest in the aggregate will evidence the entire ownership interest in the Trust.
The Trust Fund consists principally of the Trust Loan, the Loan Documents (exclusive of the rights of the Companion Loan thereunder)
and all payments under, and proceeds of, the Trust Loan following the Cut-off Date.


 


The Depositor intends to sell
the Certificates to the Initial Purchaser in an offering exempt from the registration requirements of the federal securities laws
and to transfer the RR Interest to the RR Interest Owner.


 


UPPER-TIER REMIC


 


As further described in Section 2.10,
the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the RR Interest
will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute
the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R
Certificates. The following table sets forth the class designation, the Pass-Through Rate and the aggregate initial Certificate
Balance (the “Original Certificate Balance”) or the initial Notional Amount (the “Original Notional
Amount”) or the initial RR Interest Balance (the “Original RR Interest Balance”), as applicable, for
each Class of Certificates and the Class UT-R Interest and the RR Interest comprising the interests in the Upper-Tier REMIC created
hereunder:


 






    -2-


     


    

 


	Class

        Designation
	 	Approximate
                    Initial Pass-Through Rate
 (per annum) 


	 	Original
                    Certificate Balance, Original Notional Amount or Original RR Interest Balance 



	Class A	 	3.419%	 	 	$182,358,000	 
	Class X-A	 	1.325%	(1)	 	$182,358,000	 
	Class X-B	 	0.610%	(2)	 	$201,563,000	 
	Class B	 	3.772%	 	 	$62,443,000	 
	Class
    C	 	3.924%	 	 	$59,929,000	 
	Class
    D	 	4.579%	 	 	$79,191,000	 
	Class E	 	4.744%	(3)	 	$124,852,000	 
	Class
    F	 	4.744%	(3)	 	$107,977,000	 
	Class
    G	 	4.744%	(3)	 	$72,000,000	 
	Class UT-R	 	None(4)		 	None	(5)
	RR
    Interest	 	4.744%	(6)	 	$36,250,000	(6)




 





 



 


		(1)	The Class X-A Certificates will not have a Certificate Balance and will not be entitled to receive
distributions of principal. Interest will accrue on such Class at the applicable Pass-Through Rate thereof on the applicable Notional
Amount thereof. The Notional Amount of the Class X-A Certificates will be equal to the Certificate Balance of the Class A Certificates.
The Class X-A Pass-Through Rate for any Certificate Interest Accrual Period is a variable per annum rate and will equal the Class
X Strip Rate for the Class A Certificates.



 


		(2)	The Class X-B Certificates will not have a Certificate Balance and will not be entitled to receive
distributions of principal. Interest will accrue on such Class at the applicable Pass-Through Rate thereof on the applicable Notional
Amount thereof. The Notional Amount of the Class X-B Certificates will be equal to the aggregate Certificate Balances of the Class
B, Class C, Class D Certificates. The Class X-B Pass-Through Rate for any Certificate Interest Accrual Period is a variable per
annum rate and will equal the weighted average of the Class X Strip Rates for the Class B, Class C and Class D Certificates.



 


		(3)	For any Distribution Date, the Pass-Through Rates of the Class E, Class F and Class G Certificates
will be a per annum rate equal to the Net Trust Loan Rate.



 


		(4)	The Class UT-R Interest (evidenced by the Class R Certificates) will not have a Certificate
Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Premiums. Any
Available Funds remaining in the Upper-Tier Distribution Account, after all required distributions under this Agreement have been
made to each other Class of Certificates and the Class LT-R Interest, will be distributed to the Holders of the Class R
Certificates in respect of the UT-R Interest.



 


		(5)	Although it does not have a specified pass-through rate, the effective interest rate on the RR
Interest will be a rate equal to the RR Interest Rate.



 


		(6)	The Original RR Interest Balance of the RR Interest is equal to the RRI Percentage of the principal
balance of the Whole Loan as of the Cut-off Date.



 


LOWER-TIER REMIC


 


As further described in Section 2.10,
the Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and LRI Uncertificated Interests will evidence “regular
interests” in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will constitute the sole Class of “residual
interests” in the Lower-Tier REMIC created hereunder and will be evidenced by the Class R Certificates. The following
table sets forth the initial Lower-Tier


 



    -3-


     


    

 


Principal Amounts and Pass-Through Rates for the Uncertificated Lower-Tier Interests and
the Class LT-R Interest comprising the interests in the Lower-Tier REMIC created hereunder:


 


	
        Class

Designation
	 	
        Pass-Through
Rate 
	 	
        Original
Lower-Tier

Principal Amount 

	Class LA	 	 (1)	 	$182,358,000
	Class LB	 	(1)	 	$62,443,000
	Class LC	 	(1)	 	$59,929,000
	Class LD	 	(1)	 	$79,191,000
	Class LE	 	(1)	 	$124,852,000
	Class LF	 	(1)	 	$107,977,000
	Class LG	 	(1)	 	$72,000,000
	Class LT-R	 	None(2)	 	None(1)(2)
	LRI	 	(1)	 	$36,250,000(3)




 





 



 


		(1)	For any Distribution Date, the Pass-Through Rate for each of the Class LA, Class LB, Class LC,
Class LD, Class LE, Class LF and Class LG Uncertificated Interests shall be the Pass-Through Rate as shown in the table “Upper-Tier
REMIC” above. The LRI Uncertificated Interest will have an effective interest rate equal to the RR Interest Rate.



 


		(2)	The Class LT-R Interest (evidenced by the Class R Certificates) will not have a Certificate
Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Premiums. Any
Available Funds constituting assets remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier Distribution
Amount shall be distributed to the Holders of the Class R Certificates in respect of the Class LT-R Interest (but only to
the extent of the Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution Account).



 


		(3)	The LRI Uncertificated Interest will have an initial principal balance equal to the Original RR
Interest Balance.



 


The Depositor, the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting
the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.


 




    -4-


     


    

 


W I T N E S S E T H  T H A T:


 


In consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


Article 1



DEFINITIONS


 


Section 1.1.      Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms,
as the context may require.


 


“15Ga-1 Notice”:
As defined in Section 2.8(a).


 


“15Ga-1 Notice Provider”:
As defined in Section 2.8(a).


 


“17g-5 Information Provider”:
The Certificate Administrator.


 


“17g-5 Information Provider’s
Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located within the Certificate
Administrator’s Website (www.usbank.com/abs), under the “NRSRO” tab on the page relating to this transaction,
access to which is limited to the Depositor and NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.


 


“A Notes”:
As defined in the Introductory Statement.


 


“Acceptable Insurance
Default”: Any modification or waiver of any material provision in the Loan Documents governing the type, nature or amount
of insurance coverage required to be obtained and maintained by the Loan Borrowers that is approved or consented to by the Special
Servicer pursuant to this Agreement.


 


“Accepted Servicing
Practices”: As defined in Section 3.1.


 


“Acquisition Date”:
The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code), the Trust Fund
is deemed to have acquired the Property.


 


“Additional Disclosure
Notification”: The form of notification to be included with any Additional Form 10-D Disclosure, Additional Form
10-K Disclosure or Form 8-K Disclosure Information which is attached to this Agreement as Exhibit W.


 


“Additional Form 10-D
Disclosure”: The information described in the Form 10-D items set forth under the “Item on Form 10-D” column
on Exhibit T hereto.


 






    -5-


     


    

 


“Additional Form 10-K
Disclosure”: The information described in the Form 10-K items set forth under the “Item on Form 10-K” column
on Exhibit U hereto.


 


“Additional Servicer”:
Each Affiliate of the Servicer or the Special Servicer that Services the Whole Loan and each Person who is not an Affiliate of
the Servicer, other than the Special Servicer, who Services the Whole Loan as of any date of determination.


 


“Administrative Advances”:
As defined in Section 3.4(c).


 


“Administrative Fee
Rate”: The sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate.


 


“Advance”:
Any Administrative Advance, Monthly Payment Advance or any Property Protection Advance.


 


“Advance Rate”:
As defined in Section 3.23(d).


 


“Adverse REMIC Event”:
As defined in Section 12.1(j).


 


“Advisers Act”:
As defined in Section 5.3(o).


 


“Affiliate”
or “affiliated”: With respect to any specified Person, any other Person, directly or indirectly, controlling
or controlled by or under common control with such specified Person. For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract, relation to individuals or otherwise, and the terms
“controlling” and “controlled” have meanings correlative to the foregoing. For purposes of this definition
and the Loan Borrowers, any Person that is a Restricted Holder shall be deemed to be an Affiliate of the Loan Borrowers or affiliated
with the Loan Borrowers. The Trustee and the Certificate Administrator may request and rely upon an Officer’s Certificate
of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Loan Borrowers or the Depositor, as applicable,
to determine whether any Person is an Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Loan Borrowers or the Depositor.


 


“Affiliate Ethical Wall”:
Reasonable policies and procedures to be maintained by an Affiliate of the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, taking into account the nature of its business, to ensure (1) that such Affiliate
will not obtain Confidential Information from the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, and (2) that the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, will not obtain information regarding Investments in the Certificates or the RR Interest from such
Affiliate. Under such policies and procedures maintained by such Affiliate, (i) policies and procedures restricting the flow
of information exist, and shall be maintained by such Affiliate, between such Affiliate, on the one hand and the Depositor, the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, on the other; (ii) such policies
and procedures restricting the flow of information operate in both directions so as to include (a) policies and procedures
against the disclosure of Confidential Information from the


 



    -6-


     


    

 


Depositor, the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, to such Affiliate and (b) policies and procedures against the disclosure of information regarding
Investments in Certificates or RR Interest from such Affiliate to the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable; (iii) the senior management personnel of such Affiliate who have obtained Confidential
Information in the course of their exercise of general managerial responsibilities may not participate in or use that information
to influence Investment Decisions with respect to the Certificates or the RR Interest, nor may they pass that information to others
for use in such activities; and (iv) such senior management personnel who have obtained information regarding Investments
in the course of their exercise of general managerial responsibilities may not use that information to influence servicing recommendations.


 


“Aggregate Principal
Distribution Amount”: For any Distribution Date, an amount equal to the sum (without duplication) of the following amounts:
(a) the Aggregate Principal Shortfall for such Distribution Date, (b) all amounts collected in respect of principal during
the related Collection Period with respect to the Trust Loan and (c) the principal portion of any Repurchase Price, Liquidation
Proceeds and Insurance and Condemnation Proceeds (to the extent not needed for the repair or restoration of the Property), in each
case received during the related Collection Period.


 


“Aggregate Principal
Shortfall”: For any Distribution Date, the amount, if any, by which (a) the Aggregate Principal Distribution Amount for
the preceding Distribution Date exceeds (b) the aggregate amount actually distributed to the Certificateholders and the RR Interest
Owner on the preceding Distribution Date in respect of the Certificate Principal Distribution Amount and the RR Interest Principal
Distribution Amount, respectively. The Aggregate Principal Shortfall for the initial Distribution Date will be zero.


 


“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“Applicable Laws”:
As defined in Section 8.2(d).


 


“Applicable Servicing
Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing Criteria
applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties can have
responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged by the Servicer
or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of the Applicable Servicing
Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applied Certificate
Realized Loss Amount”: All reductions in the Certificate Balance of a Class of Certificates in respect of Certificate
Realized Losses.


 


“Applied Realized Loss
Amount”: All amounts applied to reduce the Certificate Balance of a Class of Certificates or the RR Interest Balance
of the RR Interest in respect of Certificate Realized Losses or RR Interest Realized Losses pursuant to Section 4.1(h).


 






    -7-


     


    

 


“Appraisal”:
With respect to the Property or the Foreclosed Property, an appraisal of such Property or Foreclosed Property, conducted by an
Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser as
having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with
an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well
as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal”
has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal”
hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include
a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount
rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that
a “value” or “appraised value” be used with respect to the Property or the Foreclosed Property shall use
the most recently determined appraised value set forth in an Appraisal (or update thereof) unless a different valuation is specifically
required (such as the appraised value of the Property at origination).


 


“Appraisal Reduced Interest”:
As defined in Section 1.3(c).


 


“Appraisal Reduction
Amount”: As to the Whole Loan and as of any date of determination, an amount equal to the excess of (i) the outstanding
principal balance of the Whole Loan on such date plus the sum of (A) all accrued and unpaid interest on the Whole Loan at
the Whole Loan Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances
(including advances with respect to a Companion Loan made under an Other Pooling and Servicing Agreement) at the Advance Rate in
respect of the Whole Loan or the Property, (C) the amount of any Advances (including advances with respect to a Companion
Loan made under an Other Pooling and Servicing Agreement) and interest thereon previously reimbursed from principal collections
on the Whole Loan that have not otherwise been recovered from the Loan Borrowers, (D) all currently due and unpaid real estate
taxes and assessments and insurance premiums and all other amounts due and unpaid in respect of the Property (which taxes, premiums
and other amounts have not been the subject of an Advance) and (E) to the extent not duplicative of amounts in clauses (B),
(C) or (D), all unpaid Trust Fund Expenses then due under the Loan Agreement over (ii) the sum of (A)(x) 90% of
the appraised value (as determined by an updated appraisal of the Property that was performed within 9 months prior to the Appraisal
Reduction Event if the Special Servicer is not aware of any material change in the market or condition or value of the Property
since the date of such appraisal, in which case such appraisal may be used) of the Property or (y) if the events described
in clauses (i) through (iii) in Section 3.7(e) occur with respect to the Property, the Assumed Appraised Value
of the Property, in each case, less the amount of any liens (exclusive of Permitted Encumbrances) on the Property senior to the
liens of the Loan Documents plus (B) any escrows with respect to the Whole Loan, including for taxes and insurance premiums.


 


The Whole Loan shall be treated
as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Whole
Loan shall be allocated, first, to the B Note, up to its outstanding principal balance, and then to the Trust A Notes and
the Companion Loan Note on a pro rata and pari passu basis (based on their relative outstanding principal balances).


 






    -8-


     


    

 


“Appraisal Reduction
Event”: With respect to the Whole Loan, the earliest of (i) 60 days after an uncured payment delinquency (other
than a delinquency in respect of the Balloon Payment) occurs in respect of the Whole Loan, (ii) 90 days after an uncured
delinquency occurs in respect of the Balloon Payment for the Whole Loan unless a refinancing is anticipated within 120 days
after the Stated Maturity Date of the Whole Loan (as evidenced by a written refinancing commitment from an acceptable lender and
reasonably satisfactory in form and substance to the Servicer and, so long as no Control Termination Event is continuing, the Controlling
Class Representative, that provides that such refinancing shall occur within 120 days after the Stated Maturity Date), in
which case 120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly Payments, (iv) 60 days
after an extension of the Stated Maturity Date of the Whole Loan (except for an extension within the time periods described in
clause (ii) above), (v) immediately after a receiver has been appointed in respect of the Property on behalf of the Trust
or any other creditor, (vi) immediately after any Loan Borrower declares, or becomes the subject of, bankruptcy, insolvency
or similar proceedings, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit
of creditors, or (vii) immediately after the Property becomes a Foreclosed Property.


 


“Appraised-Out Class”:
As defined in Section 3.7(a).


 


“Asset Status Report”:
As defined in Section 3.10(h).


 


“Assignment of Mortgage”:
An assignment of the Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient
under the laws of the jurisdiction in which the Property is located to reflect of record the assignment of the Mortgage to the
Trustee on behalf of the Trust Fund; provided, however, that the Trustee, the Certificate Administrator, the Servicer
and the Special Servicer shall not be responsible for determining whether any such assignment is legally sufficient or in recordable
form.


 


“Assumed Appraised Value”:
As defined in Section 3.7(e).


 


“Assumed Loan Payment
Date”: With respect to the Trust Loan for any calendar month following a delinquency in the payment of the Balloon Payment
or the foreclosure of the Whole Loan or acceptance by the Special Servicer on behalf of the Trust Fund and the Companion Loan Holder
of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan, the date that would have been the Loan Payment Date
in such calendar month if the Stated Maturity Date or the foreclosure of the Whole Loan or acceptance by the Special Servicer on
behalf of the Trust Fund and the Companion Loan Holder of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan
had not occurred.


 


“Assumed Monthly Payment”:
With respect to any Distribution Date (following the Stated Maturity Date or the foreclosure of the Whole Loan or acceptance by
the Special Servicer on behalf of the Trust Fund and the Companion Loan Holder of a deed-in-lieu of foreclosure), the scheduled
monthly payment of interest that would have been due in respect of the Trust Loan on its Stated Maturity Date and each subsequent
Loan Payment Date (or Assumed Loan Payment Date) if the Trust Loan had been required to continue to accrue interest in accordance
with its terms in effect immediately prior to, and without regard to the occurrence of the Stated Maturity Date (or after the occurrence
of a foreclosure, in whole or in part, of the


 



    -9-


     


    

 


Whole Loan or acceptance by the Special Servicer on behalf of the Trust Fund and
the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Whole Loan or a portion of the Whole
Loan, in respect of the Loan on the last Loan Payment Date (or Assumed Loan Payment Date) prior to its foreclosure or acceptance
of a deed-in-lieu of foreclosure), in each case as such terms and amortization schedule may have been modified, and such Stated
Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving the parties under the Whole
Loan or a modification, waiver or amendment granted or agreed to by the Servicer or Special Servicer.


 


“Authenticating Agent”:
As defined in Section 8.11(a).


 


“Available Funds”:
On each Distribution Date shall be equal to (i) (x) all amounts (other than Yield Maintenance Premiums) received in respect
of principal and interest on the Trust Loan during the related Collection Period or advanced in respect of interest with respect
to such Distribution Date (including, without limitation, any Repurchase Price, Net Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds (to the extent not needed for the repair or restoration of the affected portion of the Property) received
by the Trust) excluding payments received that are due on a subsequent Loan Payment Date and reduced by (y) the Available
Funds Reduction Amount (other than amounts payable to or on behalf of the Companion Loan Holder), plus, (ii)(x) if such Distribution
Date is the Distribution Date occurring in March of each year (or February, if such Distribution Date is the final Distribution
Date), Withheld Amounts to be withdrawn from the Interest Reserve Account for such Distribution Date, reduced by (y) an amount
equal to the applicable Withheld Amount in the case of the February Distribution Date and any January Distribution Date occurring
in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date). Available Funds
will not include any amounts allocable to the Companion Loan under the Co-Lender Agreement.


 


“Available Funds Reduction
Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during the related Collection
Period from the Collection Account pursuant to Section 3.4(c).


 


“B Note”:
As defined in the Introductory Statement.


 


“Balloon Payment”:
The payment of the outstanding principal balance of the Whole Loan, Trust Loan or a Companion Loan, as applicable, together with
all unpaid interest, due and payable on the Stated Maturity Date.


 


“Base Interest Fraction”: 
With respect to any principal prepayment of the Trust Loan and any Class of Sequential Pay Certificates, a fraction (A) whose numerator
is the greater of (x) zero and (y) the excess of (i) the Pass-Through Rate on such Class of Sequential Pay Certificates over (ii)
the Treasury Constant Yield as provided by the Servicer used in calculating the Yield Maintenance Premiums, as applicable, with
respect to such principal prepayment and (B) whose denominator is the excess of (i) the Trust Loan Rate over (ii) the Treasury
Constant Yield used in calculating the Yield Maintenance Premium, as applicable, with respect to such principal prepayment; provided,
however, that under no circumstances shall the Base Interest


 



    -10-


     


    

 


Fraction be greater than one.  If the Treasury Constant Yield
is greater than the Trust Loan Rate, then the Base Interest Fraction shall equal zero.


 


“Beneficial Owner”:
With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly
through a Depository Participant, in accordance with the rules of such Depository). Each of the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer and the Servicer, as applicable, shall have the right to require, as a condition to acknowledging
the status of any Person as a Beneficial Owner under this Agreement, that such Person provide an Investor Certification, and each
of Depositor, the Trustee, the Certificate Administrator, the Special Servicer and the Servicer shall be entitled to rely on such
Investor Certification.


 


“Benefit Plan”:
As defined in Section 5.3(m).


 


“Borrower Related Party”:
Any of (a) a Loan Borrower, the Borrower Sponsors, any Property Manager or a Restricted Holder, (b) any other Person controlling
or controlled by or under common control with the Loan Borrowers, the Borrower Sponsors, any Property Manager or a Restricted Holder,
as applicable, or (c) any other Person owning, directly or indirectly, twenty-five percent (25%) or more of the beneficial interests
in a Loan Borrower, the Borrower Sponsors, the Property Manager or a Restricted Holder, as applicable. For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


“Borrower Sponsors”:
SCG Hotel Investors Holdings, L.P.


 


“Breach”:
As defined in Section 2.8(a).


 


“Business Day”:
Any day other than a Saturday and a Sunday or any other day on which the following are not open for business: (a) national banks
in New York, Maryland, North Carolina or California or (b) the office of the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer or the financial institution that maintains the Collection Account.


 


“Cash Management Account”:
As defined in the Loan Agreement.


 


“Cash Management Agreement”:
As defined in the Loan Agreement.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.


 


“Certificate”:
Any Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G or Class R Certificate. For the avoidance
of doubt, the RR Interest is not a Certificate.


 






    -11-


     


    

 


“Certificate Administrator”:
U.S. Bank National Association, in its capacity as certificate administrator, or if any successor certificate administrator is
appointed as herein provided, such certificate administrator.


 


“Certificate Administrator
Fee”: With respect to the Trust Loan and for any Distribution Date, an amount accrued during the related Interest Accrual
Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Trust Loan as of the close of business
on the Distribution Date in such Interest Accrual Period; provided that such amounts shall be computed for the same period
and on the same interest accrual basis respecting which any related principal and interest payment due or deemed due on the Trust
Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator Fee, shall be payable to
the Trustee as the Trustee Fee. For the avoidance of doubt, the Certificate Administrator Fee shall be deemed to be payable from
the Lower-Tier REMIC.


 


“Certificate Administrator
Fee Rate”: 0.0042% per annum.


 


“Certificate Administrator
Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance of the
duties of the Certificate Administrator under this Agreement.


 


“Certificate Administrator’s
Website”: The internet website of the Certificate Administrator, initially located at www.usbank.com/abs.


 


“Certificate Appraisal
Reduction Amount”: An amount equal to the Non-RRI Percentage of the applicable Appraisal Reduction Amount.


 


“Certificate Available
Funds”: As to any Distribution Date, an amount equal to the Non-RRI Percentage of the Available Funds for such Distribution
Date.


 


“Certificate Balance”:
With respect to any outstanding Class of Sequential Pay Certificates at any date, an amount equal to the aggregate initial Certificate
Balance of such Class as set forth in Section 5.1(a) less the sum of (a) all amounts distributed to Holders of
Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal and (b) the
aggregate amount of Certificate Realized Losses allocated to such Class of Certificates, if any, pursuant to Section 4.1(h)
on all previous Distribution Dates. With respect to any individual Certificate in any such Class, the product of (x) the Percentage
Interest represented by such Certificate multiplied by (y) the Certificate Balance of such Class.


 


“Certificate Interest
Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests (other than the LRI Uncertificated Interest), the sum of the Current Certificate Interest Distribution Amount for such
Distribution Date and such Class of Certificates or Uncertificated Lower-Tier Interests (other than the LRI Uncertificated Interest)
plus the aggregate unpaid Certificate Interest Shortfalls in respect of prior Distribution Dates for such Class of Certificates
or Uncertificated Lower-Tier Interests (other than the LRI Uncertificated Interest).


 


“Certificate Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests (other than the LRI


 



    -12-


     


    

 


Uncertificated Interest), the amount by which the Certificate Interest Distribution Amount for such
Class of Certificates exceeds the portion of such amount actually paid in respect of such Class on such Distribution Date.


 


“Certificate Principal
Shortfall”: For each Distribution Date and any Class of Sequential Pay Certificates, the amount by which the Regular
Certificate Principal Distribution Amount for such Class of Certificates exceeds the amount actually distributed to such Class
of Certificates in respect of principal on such Distribution Date.


 


“Certificate Principal
Distribution Amount”: For each Distribution Date and any Class of Sequential Pay Certificates will equal the sum (without
duplication) of (i) the Regular Certificate Principal Distribution Amount for such Distribution Date and such Class of Certificates
and (ii) the aggregate Certificate Principal Shortfalls in respect of prior Distribution Dates for such Class of Certificates.


 


“Certificate Realized
Loss”: With respect to any Distribution Date the amount, if any, by which (i) the aggregate of the Certificate Balances
of the Sequential Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the Non-RRI
Percentage of the outstanding principal balance of the Trust Loan after giving effect to (a) any payments of principal received
with respect to the Loan Payment Date occurring immediately prior to such Distribution Date and (b) the aggregate reductions of
the principal balance of the Trust Loan that have been permanently made as a result of a bankruptcy proceeding, modification or
otherwise.


 


“Certificate Register”
and “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.3(a).


 


“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register; provided, however, that solely for the purposes of providing, distributing or otherwise making available
any reports, statements or other information required or permitted to be provided or distributed or made available to a Certificateholder
under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person providing, distributing
or making available such reports, statements or other information has received from such Beneficial Owner information and a written
certification reasonably acceptable to such Person regarding its name, and address and beneficial ownership of a Certificate; and
provided further that, solely for the purposes of giving any consent or taking of any action pursuant to this Agreement
(except as set forth in the following sentence), any Certificate beneficially owned by the Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, any Borrower Related Party, or any of their subservicers or respective Affiliates shall
be deemed not to be outstanding and the Voting Rights to which they are entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained.
For purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned
by the Certificate Administrator, the Trustee, the Servicer or the Special Servicer or any Affiliates thereof shall be deemed to
be outstanding, provided that if such amendment relates to the termination, increase in compensation or material reduction
of obligations of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer


 



    -13-


     


    

 


(other than any replacement
of the Special Servicer by the Controlling Class Representative under this Agreement), as applicable, or benefit the Certificate
Administrator, the Trustee, the Servicer or the Special Servicer, as applicable in its capacity as such or any of its affiliates
(other than solely in its capacity as a Certificateholder) in any material respect, then such Certificate will be deemed not to
be outstanding; provided, however, that if an Affiliate of the Certificate Administrator, the Trustee, the Servicer
or the Special Servicer has provided an Investor Certification in which it has certified as to the existence of an Affiliate Ethical
Wall between it and the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, then any Certificates
beneficially owned by such Affiliate will be deemed to be outstanding. The Certificate Administrator and the Certificate Registrar
may obtain and conclusively rely upon an Officer’s Certificate of the Trustee, Servicer, the Special Servicer, any Borrower
Related Party, any manager of the Property, or any sub servicer to determine whether a Certificate is beneficially owned by an
Affiliate of any of them. Notwithstanding the foregoing, the restrictions above shall not apply (i) to the exercise of the rights
of the Servicer, the Special Servicer or an Affiliate of the Servicer or the Special Servicer, if any, as a member of the Controlling
Class (but not if it is a Borrower Related Party) or (ii) to any Affiliate of the Depositor, the Servicer, the Special Servicer,
the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence
of certain policies and procedures restricting the flow of information between it and the Depositor, the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator, as applicable.


 


“Class”: With
respect to the Certificates, all of the Certificates bearing the same alphabetical designation, and each Uncertificated Lower-Tier
Interest.


 


“Class A Certificate”:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-1
hereto and designated as a Class A Certificate.


 


“Class A Pass-Through
Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class B Certificate”:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-4
hereto and designated as a Class B Certificate.


 


“Class B Pass-Through
Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class C Certificate”:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-5
hereto and designated as a Class C Certificate.


 


“Class C Pass-Through
Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class D Certificate”:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-6
hereto and designated as a Class D Certificate.


 






    -14-


     


    

 


“Class D Pass-Through
Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class E Certificate”:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-7
hereto and designated as a Class E Certificate.


 


“Class E Pass-Through
Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class F Certificate”:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-8
hereto and designated as a Class F Certificate.


 


“Class F Pass-Through
Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class G Certificate”:
A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-9
hereto and designated as a Class G Certificate.


 


“Class G Pass-Through
Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class LA Uncertificated
Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section of the Introductory
Statement.


 


“Class LB Uncertificated
Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section of the Introductory
Statement.


 


“Class LC Uncertificated
Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section of the Introductory
Statement.


 


“Class LD Uncertificated
Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section of the Introductory
Statement.


 


“Class LE Uncertificated
Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section of the Introductory
Statement.


 






    -15-


     


    

 


“Class LF Uncertificated
Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section of the Introductory
Statement.


 


“Class LG Uncertificated
Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section of the Introductory
Statement.


 


“Class LT-R Interest”:
The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R Certificates.


 


“Class R Certificate”:
A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-10
hereto and designated as a Class R Certificate, which shall only be issued as Definitive Certificates. The Class R Certificates
will not have a Certificate Balance, Notional Amount or a Pass-Through Rate. The Class R Certificates will evidence the Class
LT-R and Class UT-R Interests.


 


“Class UT-R Interest”:
The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class R Certificates.


 


“Class X Strip Rate”:
For each of the Class A, Class B, Class C and Class D Certificates for any Distribution Date will equal the excess, if
any, of (i) the Net Mortgage Loan Rate for such Distribution Date over (ii) the Pass-Through Rate for such Class of Certificates
for such Distribution Date.


 


“Class X-A Certificate”:
A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-2
and designated as a Class X-A Certificate.


 


“Class X-A Notional
Amount”: An amount equal to the Certificate Balance of the Class A Certificates.


 


“Class X-A Pass-Through
Rate”: A variable rate that for each Distribution Date shall be equal to the Class X Strip Rate for the Class A Certificates
for such Distribution Date, adjusted to accrue on the basis of a 360-day year consisting of twelve 30-day months.


 


“Class X-B Certificate”:
A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-3
and designated as a Class X-B Certificate.


 


“Class X-B Notional
Amount”: An amount equal to the Certificate Balance of the Class B Certificates.


 


“Class X-B Pass-Through
Rate”: A variable rate that for each Distribution Date shall be equal to the weighted average of the Class X Strip Rates
for the Class B, Class C and


 



    -16-


     


    

 


Class D Certificates for such Distribution Date, adjusted to accrue on the basis of a 360-day year
consisting of twelve 30-day months.


 


“Clearing Agency”:
An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The initial Clearing
Agency shall be The Depository Trust Company.


 


“Clearstream”:
As defined in Section 5.2(a).


 


“Closing Date”:
October 31, 2017.


 


“CMBS”: Commercial
mortgage-backed securities.


 


“Code”: The
Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to
the Trust Fund.


 


“Collateral”:
The Property securing the Whole Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds thereof)
with respect to the Whole Loan and all other collateral which is subject to security interests and liens granted to secure the
Whole Loan.


 


“Collateral Security
Documents”: Any document or instrument given to secure or guaranty the Whole Loan, including without limitation, the
Mortgage, each as amended, supplemented, assigned, extended or otherwise modified from time to time.


 


“Collection Account”:
As defined in Section 3.4(a).


 


“Collection Period”:
With respect to any Distribution Date, the period commencing immediately following the Determination Date in the calendar month
preceding the calendar month in which such Distribution Date occurs and ending on and including the Determination Date in the calendar
month in which such Distribution Date occurs; provided, that the first Collection Period will commence immediately following
the Cut-off Date and end on and include the Determination Date in November 2017.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Loan”:
As defined in the Introductory Statement.


 


“Companion Loan Note”: 
As defined in the Introductory Statement.


 


“Companion Loan Advance”:
With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent scheduled payments with
respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization Trust.


 






    -17-


     


    

 


“Companion Loan Holder”:
The holder of a Companion Loan.


 


“Companion Loan Rating
Agency”: With respect to a Companion Loan, any rating agency that was engaged by a participant in the securitization
of such Companion Loan to assign a rating to the related Companion Loan Securities.


 


“Companion Loan Rating
Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion Loan as to
which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion
Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the
downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion Loan Securities (if then
rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from a Companion
Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating
Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise
provided in Section 3.26 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the Companion
Loan Rating Agency with respect to such matter shall not apply.


 


“Companion Loan Securities”:
Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization
Trust, which assets include a Companion Loan (or a portion thereof or interest therein).


 


“Condemnation”:
As defined in the Loan Agreement.


 


“Condemnation Proceeds”:
The portion of the Loss Proceeds relating to a Condemnation other than amounts to be applied to the restoration, preservation or
repair of the Property or to be released to the Loan Borrowers each in accordance with the terms of the Loan Agreement, or if not
required to be so applied or so released under the terms of the Loan Agreement, Accepted Servicing Practices.


 


“Confidential Information”:
With respect to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee, all material non-public information
obtained in the course of and as a result of such Person’s performance of its duties under the Trust and Servicing Agreement
as the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, with respect to the Whole Loan,
the Loan Borrowers, the Borrower Sponsors and the Property, unless such information (i) was already in the possession of such
Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source other than its activities
as the Servicer or the Special Servicer, as applicable, or (iii) is or becomes generally available to the public other than
as a result of a disclosure by Servicer Servicing Personnel, Special Servicer Servicing Personnel or Trustee Personnel, as applicable.


 


“Consultation Termination
Event”: The event that will exist at any time that (i) neither Class of Control Eligible Certificates has an outstanding
Certificate Balance (without regard to the application of any Appraisal Reduction Amounts allocable to such Class in accordance
with Section 3.7(a)) that is 25% or less of the initial Certificate Balance of such Class


 



    -18-


     


    

 


of Certificates, (ii) a Consultation
Termination Event is deemed to occur pursuant to Section 6.5(c) of this Agreement or (iii) the Controlling Class Representative
or a majority of the Controlling Class Certificateholders (by Certificate Balance) is a Borrower Related Party.


 


“Control Eligible Certificates”:
Any of the Class F and the Class G Certificates. No other Class of Certificates will be eligible to act as a Controlling Class
or appoint a Controlling Class Representative.


 


“Control Termination
Event”: The event that will exist at any time that (i) any Class of Control Eligible Certificates has an outstanding
Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 3.7(a)
of this Agreement) that is 25% or less of the initial Certificate Balance of such Class of Certificates, (ii) a Control Termination
Event is deemed to occur pursuant to Section 6.5(c) of this Agreement or (iii) the Controlling Class Representative
or a majority of the Controlling Class Certificateholders (by Certificate Balance) is a Borrower Related Party.


 


“Controlling Class”:
As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate
Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class, at least equal to 25% of
the initial Certificate Balance of such Class or, if neither Class of Control Eligible Certificates meets the preceding requirement,
the Class F Certificates until the occurrence of a Consultation Termination Event. The Controlling Class as of the Closing Date
will be the Class G Certificates.


 


“Controlling Class Certificateholder”:
Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Administrator
from time to time.


 


“Controlling Class Representative”:
The Controlling Class Certificateholder (or other representative) selected by more than 50% of the Controlling Class Certificateholders
by Certificate Balance, as identified by notice to the Certificate Registrar by the applicable Controlling Class Certificateholders
from time to time, with notice of such selection delivered to the Special Servicer, the Servicer, the Trustee and the Certificate
Administrator; provided that (i) absent such selection, or (ii) until a Controlling Class Representative is so selected,
or (iii) upon receipt of notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling
Class Representative is no longer so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder
that owns Certificates representing the largest aggregate Certificate Balance of the Controlling Class as identified to the Certificate
Administrator pursuant to the procedures set forth in this Agreement.


 


The initial Controlling Class
Representative on the Closing Date shall be PIMCO Tactical Opportunities Master Fund Ltd. The Certificate Registrar and the other
parties to this Agreement shall be entitled to assume that PIMCO Tactical Opportunities Master Fund Ltd. (or any successor Controlling
Class Representative selected by PIMCO Tactical Opportunities Master Fund Ltd.) is the Controlling Class Representative, the Holder
(or Beneficial Owner) of a majority of the Class G Certificates, until the Certificate Registrar receives (a) written notice of
a replacement Controlling Class Representative, (b) written notice that PIMCO Tactical


 



    -19-


     


    

 


Opportunities Master Fund Ltd. is no longer
the Holder (or Beneficial Owner) of a majority of the Class G Certificates due to a transfer of those Certificates (or beneficial
ownership interest in those Certificates) or (c) written notice that such Person is a Borrower Related Party.


 


“Controlling Persons”:
As defined in Section 6.3(a).


 


“Corporate Trust Office”:
The corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which at any particular time its
corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at (i) 190
South LaSalle, 7th Floor, Mail Code: MK-IL-SL7C Chicago, Illinois 60603, Attention GS 2017-SLP, (ii) or for certificate transfer
services, 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Services – GS 2017-SLP, (iii) in the case
of custodial services, 1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116, Attention: Document Custody Services GS 2017-SLP
or (iv) at such other address as the Trustee or the Certificate Administrator may designate from time to time by notice to
the Certificateholders, the Depositor, the Servicer and the Special Servicer.


 


“Credit Risk Retention
Rules”: Regulation RR, 12 C.F.R. Part 244.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any successor thereto.


 


“CREFC®
Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be approved by the CREFC® for commercial mortgage securities transactions generally and, insofar as it requires
the presentation of information in addition to that called for by the form of the “Advance Recovery Report” available
as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“CREFC®
Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Appraisal Reduction Template” available and effective from time to time on the CREFC®
Website or such other form for the presentation of such information and containing such additional information as may from time
to time be approved by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC® Website, or
such other form for the presentation of such information and containing such additional information as may from time to time be
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in, the
downloadable form of the “Collateral Summary File” available as of the Closing Date on the CREFC® Website,
or such other form for the


 



    -20-


     


    

 


presentation of such information and containing such additional information as may from time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” available as of the Closing Date on the CREFC® Website, or such other form
for the presentation of such information and containing such additional information as may from time to time be recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template”
available and effective from time to time on the CREFC® Website or such other form for the presentation of such
information and containing such additional information as may from time to time be recommended by the CREFC® for
commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on
the CREFC® Website or such other form for the presentation of such information and containing such additional information
as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally
and is reasonably acceptable to the Servicer.


 


“CREFC®
Historical Loan Modification, Forbearance and Corrected Loan Report”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Historical Loan Modification, Forbearance and Corrected Loan
Report” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of
such information and containing such additional information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 






    -21-


     


    

 


“CREFC®
Intellectual Property Royalty License Fee”: A fee payable monthly to the CREFC® pursuant to Section 3.4(c)
which will accrue at the CREFC® Intellectual Property Royalty License Fee Rate, computed on the basis of the same
principal amount, in the same manner, and for the same Loan Interest Accrual Period respecting which any related interest payment
on the Trust Loan is computed, and will be prorated for partial periods.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to the Trust Loan, 0.0005% per annum.


 


“CREFC® Interest
Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to
time on the CREFC® Website or such other form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions
generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Loan Level Reserve LOC Report”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Level Reserve LOC Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer.


 


“CREFC®
Loan Modification Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Modification Report” available and effective from time to time on the CREFC® Website,
or such other form for the presentation of such information and containing such additional information as may from time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer and the Special Servicer.


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Periodic Update File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” available as of the Closing Date on the CREFC® Website, or such other
form for the presentation of such information and containing such additional information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 






    -22-


     


    

 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC® Website, or such
other form for the presentation of such information and containing such additional information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the
Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described
in such form to “normalize” the full year net operating income and debt service coverage numbers used in the other
reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to the Property substantially in the form of, and
containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available
as of the Closing Date on the CREFC® Website or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended by the CREFC® for commercial mortgage
securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” available as of the Closing Date on the CREFC® Website, or such other form
for the presentation of such information and containing such additional information as may from time to time be recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 


“CREFC®
Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


“CREFC®
Reports”: Collectively refers to the following files and reports as may be amended, updated or supplemented from time
to time as part of the CREFC® Investor Reporting Package (IRP):


 


(i)          the following 7 electronic files (and any other files as may become adopted and promulgated by CREFC® as
part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Bond Level
File, (ii) CREFC® Collateral Summary File, (iii) CREFC® Property File, (iv) CREFC®
Loan Periodic Update File, (v) CREFC® Loan Setup File, (vi) CREFC® Financial File, and
(vii) CREFC® Special Servicer Loan File; and


 


(ii)         the following 18 supplemental reports and templates (and any other reports as may become adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Comparative
Financial Status Report, (ii) CREFC® Delinquent Loan Status Report, (iii) CREFC®


 



    -23-


     


    

 


Historical
Loan Modification and Corrected Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List,
(viii) CREFC® Loan Level Reserve – LOC Report, (ix) CREFC® Advance Recovery Report, (x) CREFC®
Appraisal Reduction Template, (xi) CREFC® Total Loan Report, (xii) CREFC® Servicer Realized Loss
Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (xv) CREFC® Historical Liquidation Loss Template, (xvi) CREFC®
Interest Shortfall Reconciliation Template, (xvii) CREFC® Loan Liquidation Report, and (xviii) CREFC®
Loan Modification Report, as such reports may be updated and any additional reports that become part of the CREFC®
Investor Reporting Package (IRP) from time to time.


 


“CREFC®
REO Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Status Report” available as of the Closing Date on the CREFC® Website, or in such other
form for the presentation of such information and containing such additional information as may from time to time be recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC®
Website.


 


“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information as may
from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer Watch
List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Special Servicer Loan File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to time
be adopted by the CREFC® for commercial mortgage backed securities transactions and is reasonably acceptable to
the Servicer.


 






    -24-


     


    

 


“CREFC®
Website”: The CREFC®’s Website located at “www.crefc.org” or such other primary website
as the CREFC® may establish for dissemination of its report forms.


 


“Current Certificate
Interest Distribution Amount”: With respect to any Distribution Date, (x) for any Class of Regular Certificates, the
interest accruing during the related applicable Interest Accrual Period at the applicable Pass-Through Rate for such Distribution
Date on the outstanding Certificate Balance (or Notional Amount) of such Class as of the prior Distribution Date (after giving
effect to distributions of principal and allocations of Certificate Realized Losses on such prior Distribution Date) and (y) any
Uncertificated Lower-Tier Interest (other than the LRI Uncertificated Interest), interest accruing during the applicable Certificate
Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual Period on the then outstanding
Lower-Tier Principal Amount of such Class as of the prior Distribution Date (after giving effect to distributions of principal
and allocations of Certificate Realized Losses on such prior Distribution Date).


 


“Custodian”:
U.S. Bank National Association, in its capacity as custodian, or if any successor custodian is appointed as herein provided, such
custodian. The Custodian will perform its duties through its Document Custody Group.


 


“Cut-off Date”:
October 6, 2017.


 


“DBRS”: DBRS,
Inc. or its successors in interest. If neither DBRS nor any successor remains in existence, “DBRS” shall be deemed
to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor,
notice of which designation shall be given to the Certificate Administrator, the Trustee, the Servicer, and the Special Servicer,
and specific ratings of DBRS herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Default Interest”:
The amount by which interest accrued on the Notes at their respective Default Rates exceeds the amount of interest that would have
accrued on the Notes at their respective Note Rates.


 


“Default Rate”:
As defined in the Loan Agreement.


 


“Defaulted Loan”:
The Whole Loan (i) if it is delinquent at least 60 days in respect of its scheduled monthly payments or delinquent in respect of
its balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period permitted
by the related Loan Documents and without regard to any acceleration of payments under the Loan Documents or (ii) as to which the
Servicer or Special Servicer has, by written notice to the Loan Borrowers, accelerated the maturity of the indebtedness evidenced
by the related Notes.


 


“Defect”:
As defined in Section 2.8(a).


 


“Definitive Certificate”:
Any Certificate in fully registered, physical certificated form without interest coupons.


 


“Delivery Date”:
As defined in Section 2.1(b).


 






    -25-


     


    

 


“Depositor”:
GS Mortgage Securities Corporation II, a Delaware corporation, and its successors in interest.


 


“Depository”:
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).


 


“Depository Participant”:
A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the
Depository.


 


“Determination Date”:
The sixth (6th) day of each calendar month in which each Distribution Date occurs, commencing in November 2017 or, if
such 6th day is not a Business Day, the immediately succeeding Business Day.


 


“Directly Operate”:
With respect to the Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations
Section 1.512(b)-1(c)(5), the management or operation of the Foreclosed Property, the holding of the Foreclosed Property primarily
for sale to customers, the use of the Foreclosed Property in a trade or business conducted by the Trust Fund or the performance
of any construction work on the Foreclosed Property, other than through an Independent Contractor; provided, however,
that Foreclosed Property shall not be considered to be Directly Operated solely because the Trustee (or the Special Servicer on
behalf of the Trust) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or
makes decisions as to repairs or capital expenditures with respect to the Foreclosed Property or takes other actions consistent
with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable Special
Servicer Fees”: With respect to the Whole Loan or the Foreclosed Property, any (A) compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement
received or retained by the Special Servicer or any of its Affiliates that is paid by any person (including, without limitation,
the Trust, the Loan Borrowers, any manager of the Property, any guarantor or indemnitor in respect of the Whole Loan or Foreclosed
Property and any purchaser of the Trust Loan, a Companion Loan or the Foreclosed Property)) in connection with the disposition,
workout or foreclosure of the Whole Loan, the management or disposition of the Foreclosed Property, and the performance by the
Special Servicer or any such Affiliate of any other special servicing duties under this Agreement other than (i) Permitted
Special Servicer/Affiliate Fees and (ii) any special servicing compensation to which the Special Servicer is entitled under
this Agreement in the form of late payment charges, Default Interest, assumption fees, Modification Fees, consent fees, loan service
transaction fees, beneficiary statement fees, assumption application fees or other income earned on deposits in the Foreclosed
Property Account to the extent not reported in the CREFC® Reports and (B) any fee-sharing arrangement with
any Certificateholder, the RR Interest Owner or other controlling interest with respect to any special servicing duties under this
Agreement; provided that any compensation and other remuneration that the Servicer or Certificate Administrator is specifically
permitted to receive pursuant to the terms of this Agreement in connection with its respective capacity as a Servicer or Certificate
Administrator shall not be Disclosable Special Servicer Fees.


 






    -26-


     


    

 


“Disqualified Non-U.S.
Person”: With respect to the Class R Certificates, any Non-U.S. Person or agent thereof other than (i) a Non-U.S.
Person that holds the Class R Certificates in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed form or
(ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of
a nationally recognized tax counsel to the effect that the transfer of the Class R Certificates to it is in accordance with
the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R Certificates
will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified Organization”:
Any of (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority of its board of directors
is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality
of either of the foregoing, (c) an organization that is exempt from tax imposed by chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1))
of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any
other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of
a Class R Certificate to such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates
or the RR Interest are outstanding. The terms “United States,” “State” and “International Organization”
have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution Account”:
The account established and maintained by the Certificate Administrator pursuant to Section 3.5.


 


“Distribution Date”:
The 4th Business Day after each Determination Date, commencing in November 2017. The initial Distribution Date shall be November
10, 2017.


 


“Distribution Date Statement”:
As defined in Section 4.4(a).


 


“Due Diligence Service
Provider”: As defined in Section 3.21(b).


 


“Eligible Account”:
A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or
accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition
of Eligible Institution, (b) a segregated trust account or accounts maintained with a federal or state chartered depository
institution or trust company acting in its fiduciary capacity the long-term unsecured debt obligations of which are rated at least
“BBB” by S&P, which, in the case of a state chartered depository institution or trust company, is subject to regulations
substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000.00
and subject to supervision or examination by federal or state authority, as applicable, or (c) such other account or accounts not
listed in clauses (a) or (b) above with


 



    -27-


     


    

 


respect to which a Rating Agency Confirmation has been obtained from each Rating Agency.
An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.


 


“Eligible Institution”:
(a) A depository institution or trust company insured by the Federal Deposit Insurance Corporation, the long-term unsecured debt
obligations of which are rated at least “A-” by S&P and “A” by DBRS (if rated by DBRS or, if not rated
by DBRS, an equivalent (or higher) rating such as that listed above by at least two NRSROs (one of which may include S&P),
if the deposits are to be held in such account for 30 days or more, and the short-term debt obligations of which have a short-term
rating of not less than “A-1” by S&P and “R-1 (low)” by DBRS (if rated by DBRS or, if not rated by
DBRS, an equivalent (or higher) rating such as that listed above by at least two NRSROs (one of which may include S&P), if
the deposits are to be held in such account for less than 30 days or (b) Wells Fargo Bank, National Association; provided that
the ratings by the Rating Agencies for the short-term unsecured debt obligations or commercial paper and long term unsecured debt
obligations do not decrease below the ratings set forth in clause (a) above.


 


“Environmental Indemnity”:
As defined in the Loan Agreement.


 


“ERISA”: The
Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA Plan”:
As defined in Section 5.3(o).


 


“Euroclear”:
As defined in Section 5.2(a).


 


“Excess Servicing Fee
Rate”: With respect to the Whole Loan (and the Foreclosed Property, if applicable), a rate per annum equal to the Servicing
Fee Rate minus 0.00125%; provided that such rate shall be subject to reduction at any time following any resignation of a Servicer
pursuant to Section 6.6 of this Agreement (if no successor is appointed in accordance with Section 6.6
of this Agreement) or any termination of the Servicer pursuant to Section 7.1 of this Agreement, to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer (which successor may
include the Trustee) that meets the requirements of Section 7.2 of this Agreement.


 


“Excess Servicing Fee
Right”: With respect to the Whole Loan (and any successor Foreclosed Property, if applicable), the right to receive Excess
Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Servicer shall be the owner of such Excess
Servicing Fee Right.


 


“Excess Servicing Fees”:
With respect to the Whole Loan (and any successor Foreclosed Property, if applicable), that portion of the Servicing Fee that accrues
at a per annum rate equal to the Excess Servicing Fee Rate.


 


“Exchange Act”:
The Securities Exchange Act of 1934, as amended from time to time.


 


“Extension”:
As defined in Section 12.2(b).


 






    -28-


     


    

 


“Extended Period”:
As defined in Section 12.2(b).


 


“FHLMC”: The
Federal Home Loan Mortgage Corporation and its successors in interest.


 


“Final Asset Status
Report”: An Asset Status Report that is in the process of being implemented by the Special Servicer in accordance with
the terms of this Agreement (as determined by the Special Servicer), together with such other data or supporting information provided
by the Special Servicer to the Controlling Class Representative or a Risk Retention Consultation Party which does not include any
communication (other than the related Asset Status Report) between the Special Servicer and Controlling Class Representative or
a Risk Retention Consultation Party; provided that, (i) so long as a Control Termination Event has not occurred and is not
continuing, no Asset Status Report will be considered to be a Final Asset Status Report unless the Controlling Class Representative
has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all
of its rights of approval or consent or has been deemed to have approved or consented to such action, and (ii) no Asset Status
Report will be considered to be a Final Asset Status Report unless the Risk Retention Consultation Party has (or has been deemed
to have) consulted with the Special Servicer on a strictly-non-binding basis with respect to the actions proposed to be taken in
connection therewith, or, in the case of clause (i) and (ii), the Asset Status Report is otherwise in the process of being implemented
by the Special Servicer in accordance with the terms of this Agreement.


 


“Financial Market Publisher”:
As defined in Section 3.21(b).


 


“Fitch”: Fitch,
Inc. and its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed
to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor,
notice of which designation shall be given to the Certificate Administrator, the Trustee, the Servicer and the Special Servicer,
and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“FNMA”: The
Federal National Mortgage Association and its successors in interest.


 


“Foreclosed Property”:
Any portion of the Property, title to which has been acquired by the Special Servicer on behalf of the Trust and the Companion
Loan Holder through foreclosure, deed-in-lieu of foreclosure or otherwise in the name of the Trustee or its nominee.


 


“Foreclosed Property
Account”: As defined in Section 3.6.


 


“Foreclosure”:
Any foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of any judicial or non-judicial foreclosure or
termination, cancellation or rescission of any such foreclosure of the Mortgage.


 


“Foreclosure Proceeds”:
Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or the Trustee, received
in respect of the


 



    -29-


     


    

 


Foreclosed Property(including, without limitation, proceeds from the operation or rental of the Foreclosed Property)
prior to the final liquidation of the Foreclosed Property.


 


“Form ABS Due Diligence-15E”:
The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B) of the Exchange Act and Rule 17g-10
thereunder.


 


“Global Certificates”:
As defined in Section 5.2(b).


 


“Indemnifying Party”
As defined in Section 10.17(d).


 


“Indemnified Party”
As defined in Section 10.17(d).


 


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material
indirect financial interest in the Depositor, the Loan Borrowers, the Borrower Sponsors, the Companion Loan Holder, the Certificate
Administrator, the Trustee, the Controlling Class Representative, the Risk Retention Consultation Party, the Servicer, the Special
Servicer or in any of their respective Affiliates and (ii) is not connected with the Depositor, the Loan Borrowers, the Risk
Retention Consultation Party, the Borrower Sponsors, the Companion Loan Holder, the Certificate Administrator, the Trustee, the
Servicer, the Special Servicer or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.


 


“Independent Appraiser”:
An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if
the state in which the subject Property or Foreclosed Property is located certifies or licenses appraisers, is certified or licensed
in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of comparable properties
in the geographic area in which the subject Property is located.


 


“Independent Contractor”:
Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent contractor”
with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of the Code if such Trust
REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the Code shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or the RR Interest or 35% or
more of the aggregate value of all Classes of Certificates and the RR Interest or such other interest in the Certificates or the
RR Interest as is set forth in an Opinion of Counsel, which shall, at no expense to the Trustee, the Certificate Administrator,
the Special Servicer, the Servicer, or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special
Servicer or the Servicer on behalf of the Trust); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives
or derives any income from such Person and the relationship between such Person and such Trust REMIC is at arm’s length,
all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special
Servicer or the Servicer) if the Trustee and the Certificate Administrator (or the Servicer or the Special Servicer on behalf of
the Trust) has received an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate Administrator, the Special
Servicer, the Servicer (unless the Special Servicer or the Servicer is


 



    -30-


     


    

 


providing the Opinion of Counsel with respect to itself)
or the Trust Fund, be to the effect that the taking of any action in respect of the Foreclosed Property by such Person, subject
to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause
the Foreclosed Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause
any income realized in respect of the Foreclosed Property to fail to qualify as Rents from Real Property.


 


“Initial Purchaser”:
Goldman Sachs & Co. LLC and its successors in interest.


 


“Inquiries”:
As defined in Section 4.5.


 


“Institutional Accredited
Investor”: An institution that is an “accredited investor” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Securities Act and any entity in which all of the equity owners are “accredited
investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act.


 


“Insurance Proceeds”:
(a) The portion of Loss Proceeds paid as a result of a Casualty (as defined in the Loan Agreement) other than amounts to be
applied to the restoration, preservation or repair of the Property or to be released to the Loan Borrowers each in accordance with
the terms of the Loan Agreement, or if not required to be so applied or so released under the terms of the Loan Agreement, Accepted
Servicing Practices and (b) amounts paid by any insurer pursuant to any insurance policy required to be maintained by the
Servicer pursuant to Section 3.11, to the extent related to this Agreement only.


 


“Interest Accrual Period”:
(a) With respect to the Whole Loan for any Loan Payment Date, the period from and including the 6th day of the calendar month preceding
such Loan Payment Date through and including the 5th day of the calendar month in which such Loan Payment Date occurs; provided
that the Interest Accrual Period for the first Loan Payment Date will commence and include September 22, 2017 and (b) with respect
to the Certificates for any Distribution Date, the calendar month preceding the calendar month in which such Distribution Date
occurs.


 


“Interest Reserve Account”:
As defined in Section 3.4(d).


 


“Interested Person”:
The Depositor, the Servicer, the Special Servicer, the Certificate Administrator, a holder of 50% or more of the Controlling Class,
the Controlling Class Representative, the Risk Retention Consultation Party, any Loan Borrower, the Borrower Sponsors, the Companion
Loan Holder, an Other Depositor, any trustee for an Other Securitization Trust, any manager of the Property, any mezzanine lender,
any independent contractor engaged by the Special Servicer, or any of their respective Affiliates.


 


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument issued or executed by the Loan Borrowers
or any Affiliate of the Loan Borrowers, a loan directly or indirectly secured by any of the foregoing or a hedging transaction
(however structured) that references or relates to any of the foregoing.


 


“Investment Account”:
As defined in Section 3.8(a).


 






    -31-


     


    

 


“Investment Decisions”:
Investment, trading, lending or other financial decisions, strategies or recommendations with respect to Investments, whether on
behalf of the Servicer, the Special Servicer or any of their respective Affiliates, as applicable, or any Person on whose behalf
the Servicer, the Special Servicer or any of their respective Affiliates has discretion in connection with Investments.


 


“Investor Certification”:
A certification representing that such Person executing the certificate is a repurchasing Sponsor, Certificateholder, Companion
Loan Holder, the Controlling Class Representative or the RR Interest Owner or the Risk Retention Consultation Party (in each case,
to the extent such party is not a Certificateholder, and, with respect to the Controlling Class Representative, to the extent no
Consultation Termination Event or Control Termination Event is in effect), a Beneficial Owner or a prospective purchaser of a Certificate
(or any investment advisor or manager of the foregoing) and that (i) for purposes of obtaining certain information and notices
pursuant to this Agreement (including access to information and notices on the Certificate Administrator’s Website), (A)
(1) such Person is not a Borrower Related Party (in which case such Person shall have access to all the reports and information
made available to Privileged Persons pursuant to this Agreement) or (2) such Person is a Borrower Related Party (in which case
such Person shall only be entitled to receive access to the Distribution Date Statements posted on the Certificate Administrator’s
Website) and (B) except in the case of a prospective purchaser of a Certificate or RR Interest, such Person has received a copy
of the final Offering Circular, in the form of Exhibit K-1 or Exhibit K-2, as applicable, to this Agreement
or in the form of an electronic certification contained on the Certificate Administrator’s Website, and/or (ii) for
purposes of exercising Voting Rights (which shall not apply to a repurchasing Sponsor or a prospective purchaser of a Certificate),
(A) such Person is not a Borrower Related Party, (B) such Person is or is not the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or an Affiliate of any of the foregoing, (C) such Person has received a copy of the
final Offering Circular and (D) such Person agrees to keep any Privileged Information confidential and will not violate any securities
laws, substantially in the form of Exhibit K-3 to this Agreement; provided that if such Person is an Affiliate of
the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, such Person certifies to the existence
or non-existence of appropriate policies and procedures restricting the flow of information between it and the Depositor, the Servicer,
the Special Servicer, the Trustee or the Certificate Administrator, as applicable; provided, further, that a repurchasing
Sponsor shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would
otherwise have under the terms of this Agreement. The Certificate Administrator may conclusively rely on any duly submitted Investor
Certification and may require that Investor Certifications be re-submitted from time to time in accordance with its policies and
procedures.


 


“Investor Registry”:
As defined in Section 4.5(b).


 


“KBRA”: Kroll
Bond Rating Agency, Inc. and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer, and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 






    -32-


     


    

 


“Liquidated Property”:
The Property, if it has been liquidated and the Special Servicer has determined that all amounts which it expects to recover from
or on account of such Property have been recovered.


 


“Liquidation Expenses”:
Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee in connection with the liquidation of the Whole Loan or Property (or portions thereof),
such expenses including, without limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance
taxes and trustee and co-trustee fees, if any. Liquidation Expenses shall not include any previously incurred expenses which have
been previously reimbursed to the party incurring the same or which were netted against income from the Foreclosed Property and
were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition thereof.


 


“Liquidation Fee”:
A fee payable to the Special Servicer with respect to any Liquidated Property, or any full, partial or discounted payoff of the
Whole Loan, Trust Loan or Companion Loan or the liquidation of the Whole Loan, Trust Loan, Companion Loan or the Notes as to which
the Special Servicer receives any Liquidation Proceeds, equal to the product of the Liquidation Fee Rate and the Net Liquidation
Proceeds related to such Liquidated Property, Whole Loan, Trust Loan, Companion Loan or Notes. The Special Servicer shall not be
entitled to receive a Liquidation Fee in connection with (i) a repurchase of the Trust Loan (or a portion of the Trust Loan)
by the Sponsor pursuant to the Loan Purchase Agreement or (ii) a sale of the Whole Loan or any portion thereof by the Special
Servicer to the Servicer or Special Servicer in accordance with Section 3.16. For the avoidance of doubt, the intent
of Section 8.17 of the Loan Agreement requires the Loan Borrowers to be responsible for the payment of Liquidation Fees and
the Special Servicer will be entitled to, and may collect, any Liquidation Fees payable to it from the Loan Borrowers pursuant
to such Section 8.17 of the Loan Agreement as would be calculated hereunder. The Liquidation Fee with respect to the Specially
Serviced Loan or Foreclosed Property shall be reduced by the amount of any Modification Fees paid by or on behalf of the Loan Borrowers
with respect to the Specially Serviced Loan or Foreclosed Property and received by the Special Servicer as compensation, but only
to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. Notwithstanding the foregoing,
if the Whole Loan or Trust Loan becomes subject to a Special Servicing Loan Event solely due to an event described in clause (iii) of
the definition of “Special Servicing Loan Event” and the related Liquidation Proceeds are received within 90 days following
the Stated Maturity Date as a result of the Whole Loan or Trust Loan being refinanced or other final payment (other than a discounted
pay-off), the Special Servicer shall not be entitled to deduct a Liquidation Fee from amounts due to the Certificateholders and
the RR Interest Owner but may collect and retain appropriate fees from the Loan Borrowers in connection with such liquidation.


 


“Liquidation Fee Rate”:
A rate equal to 0.50%.


 


“Liquidation Proceeds”:
Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or Certificate Administrator
in connection with the liquidation of the Whole Loan, the Trust Loan, any Companion Loan or the Property, whether through judicial
foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Whole Loan, the Trust
Loan, any Companion Loan


 



    -33-


     


    

 


(other than amounts required to be paid to the Loan Borrowers pursuant to law or the terms of the Loan
Agreement) including the proceeds of any full, partial or discounted payoff of the Whole Loan, the Trust Loan, any Companion Loan
(exclusive of any portion of such payoff or proceeds that represents Default Interest or late payment charges).


 


“Loan Agreement”:
As defined in the Introductory Statement.


 


“Loan Borrowers”:
The “Borrowers” as defined in the Loan Agreement.


 


“Loan Borrowers’
Reimbursable Trust Fund Expenses”: Amounts payable or reimbursable by the Loan Borrowers pursuant to Section 9.17 of
the Loan Agreement.


 


“Loan Documents”:
All documents executed or delivered by the Loan Borrowers or any other party evidencing or securing the Whole Loan and any amendment
thereof or thereafter or subsequently added to the Mortgage File, including without limitation the Loan Agreement.


 


“Loan Event of Default”:
An “Event of Default” as defined under the Loan Documents.


 


“Loan Payment Date”:
The 6th day of each calendar month in which the related Interest Accrual Period ends (or if such sixth day is not a Business Day
(as such term is defined the Loan Agreement), the immediately preceding Business Day).


 


“Loan Purchase Agreement”:
The Mortgage Loan Purchase and Sale Agreement, dated as of October 31, 2017, by and between the Sponsor and the Depositor.


 


“Lockbox Account”:
As defined in the Loan Agreement.


 


“Lockbox Account Agreement”:
The Deposit Account Control Agreement entered into on the origination date among the Loan Borrowers, the Loan Lender and Wells
Fargo Bank, National Association.


 


“Loss Proceeds”:
As defined in the Loan Agreement.


 


“Lower-Tier Distribution
Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier REMIC.


 


“Lower-Tier Distribution
Amount”: As defined in Section 4.1(c).


 


“Lower-Tier Principal
Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Introductory Statement to this
Agreement, and (ii) as of any date of determination after the first Distribution Date an amount equal to the Certificate
Balance of the Class of Related Certificates or the RR Interest Balance of the RR Interest, as applicable, on the preceding Distribution
Date (after giving effect to distribution of principal and allocation of Certificate Realized Losses and RR Interest Realized Losses).


 






    -34-


     


    

 


“Lower-Tier REMIC”:
One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the Trust Fund other
than the assets of the Upper-Tier REMIC.


 


“LRI Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Lower-Tier section of the
Introductory Statement.


 


“MAI Standards”:
Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.


 


“Major Decision”:
Any of the following:


 


(i)          any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of Foreclosed Proprties)
of the ownership of the Properties as comes into and continues in default;


 


(ii)         any modification, consent to a modification or waiver of any monetary term (other than penalty charges) or material non-monetary
term (including, without limitation, the timing of payments and the acceptance of discounted payoffs but excluding waiver of penalty
charges) of the Whole Loan or any extension of the Stated Maturity Date of the Whole Loan;


 


(iii)        any sale of the Trust Loan (other than in connection with the termination of the Trust Fund) if it becomes a Defaulted Loan
for less than the applicable Repurchase Price (excluding the amount described in clause (vi) of the definition of “Repurchase
Price);


 


(iv)        any determination to bring any Property or any Foreclosed Property into compliance with applicable environmental laws or
to otherwise address hazardous materials located at a Foreclosed Property;


 


(v)         any release of collateral or any acceptance of substitute or additional collateral for the Whole Loan, or any consent to
either of the foregoing, other than immaterial condemnation actions and other similar takings or if otherwise required pursuant
to the specific terms of the Whole Loan and for which there is no lender discretion;


 


(vi)        any waiver of a “due on sale” or “due on encumbrance” clause with respect to the Whole Loan or,
if lender consent is required, any consent to such waiver or consent to a transfer of any Property or interests in the Loan Borrowers
or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without
the consent of the lender under the Loan Agreement or related to an immaterial easement, right of way or similar agreement;


 






    -35-


     


    

 


(vii)       any property management company changes (to the extent the lender is required to consent or approve under the Loan Documents);


 


(viii)      releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn out” escrows
or reserves other than those required pursuant to the specific terms of the Whole Loan and for which there is no lender discretion;


 


(ix)         any acceptance of an assumption agreement or any other agreement permitting transfers of interests in the Loan Borrower
releasing the Loan Borrowers from liability under the Whole Loan other than pursuant to the specific terms of the Whole Loan and
for which there is no lender discretion;


 


(x)          following a default or a Loan Event of Default, any acceleration of the Whole Loan or any action to enforce rights under
any guaranty, or initiation of judicial, bankruptcy or similar proceedings under the Loan Documents or with respect to the Loan
Borrowers or Property;


 


(xi)         any proposed modification or waiver of any material provision in the Loan Documents governing the type, nature or amount
of insurance coverage required to be obtained and maintained by the Loan Borrowers;


 


(xii)        any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty
proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Property; and


 


(xiii)       any modification, waiver or amendment of the Co-Lender Agreement or an action to enforce rights with respect to the indemnification
agreement, in each case in a manner that materially and adversely affects the majority holder of either Class of Control Eligible
Certificates;


 


provided that in
the event that the Servicer or the Special Servicer determines that immediate action is necessary to protect the interests of the
Certificateholders or the RR Interest Owner, the Servicer or the Special Servicer, as the case may be, may take any such action
without waiting for the Risk Retention Consultation Party’s response.


 


“Majority-Owned Affiliate”:
“majority-owned affiliate” as defined in the Credit Risk Retention Rules.


 


“Material Breach”:
As defined in Section 2.8(a).


 


“Material Document Defect”:
As defined in Section 2.8(a).


 


“Modification Fees”: 
With respect to the Whole Loan, any and all fees collected from the Loan Borrowers with respect to a modification, extension, waiver
or amendment that modifies, extends, amends or waives any term of the Loan Documents agreed to by the Servicer


 



    -36-


     


    

 


or the Special Servicer,
other than (a) any assumption fees, defeasance fees, consent fees or assumption application fees and (b) Special Servicing
Fees, Workout Fees and Liquidation Fees.


 


“Monthly Payment”:
(i) With respect to the Whole Loan or Trust Loan and any Distribution Date, the scheduled payment of principal (if any) and interest
on the Whole Loan or Trust Loan pursuant to the Loan Agreement, including the Balloon Payment, as applicable, in each case which
is due and payable on the immediately preceding Loan Payment Date and (ii) with respect to any Note and any Distribution Date,
the scheduled payment of principal (if any) and interest on such Note pursuant to the Loan Agreement and the related Balloon Payment,
in each case which is due and payable on the immediately preceding Loan Payment Date.


 


“Monthly Payment Advance”:
Any advance in respect of a delinquent Monthly Payment (or Assumed Monthly Payment, as applicable) on the Trust Loan made by the
Servicer or the Trustee pursuant to Section 3.23(a) or (c) as applicable. Each reference to the reimbursement
or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement
of interest thereon at the Advance Rate through the date of payment or reimbursement.


 


“Moody’s”:
Moody’s Investors Service, Inc. or its successors-in-interest. If neither Moody’s nor any successor remains in existence,
“Moody’s” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable
Person designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.


 


“Morningstar”:
Morningstar Credit Ratings, LLC or its successors in interest. If neither Morningstar nor any successor remains in existence, “Morningstar”
shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by
the Depositor, notice of which designation shall be given to the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer and specific ratings of Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.


 


“Mortgage”:
As defined in the Loan Agreement.


 


“Mortgage File”:
As defined in Section 2.1(b), and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.


 


“Net Foreclosure Proceeds”:
With respect to the Foreclosed Property, the Foreclosure Proceeds with respect to the Foreclosed Property net of any insurance
premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14.


 


“Net Liquidation Proceeds”:
The excess of Liquidation Proceeds received with respect to the Property or the Whole Loan, as the case may be, over the amount
of Liquidation Expenses incurred with respect thereto.


 






    -37-


     


    

 


“Net Trust Loan Rate”:
With respect to any Distribution Date and the Trust Loan, the annualized rate at which interest would have to accrue in respect
of the Trust Loan on the basis of a 360-day year consisting of twelve 30-day months in the Interest Accrual Period preceding the
Loan Payment Date that precedes such Distribution Date in order to produce the aggregate amount of interest (net of interest at
the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Certificate Administrator
Fee Rate and exclusive of Default Interest) that actually accrues on the Trust Loan during such Interest Accrual Period; provided
that any modification that changes the Trust Loan Rate shall be disregarded for purposes of calculating the Pass-Through Rates
for the Certificates and the RR Interest Interest Distribution Amount; provided, further, that (i) the Net Trust
Loan Rate for the Interest Accrual Period preceding the Loan Payment Dates in (a) January and February in each year that is not
a leap year or (b) in February only in each year that is a leap year (unless in the case of either (a) or (b) the related Distribution
Date is the final Distribution Date), shall be the annualized rate at which interest would have to accrue on the basis of a 360-day
year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of interest at the Servicing
Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Certificate Administrator Fee Rate and
exclusive of Default Interest) actually accrued on the Trust Loan during such Interest Accrual Period, minus the applicable Withheld
Amounts and (ii) the Net Trust Loan Rate for the Interest Accrual Period preceding the Loan Payment Date in March (or February,
if the related Distribution Date is the final Distribution Date), shall be the annualized rate at which interest would have to
accrue on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net
of interest at the Servicing Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Certificate
Administrator Fee Rate and exclusive of Default Interest) actually accrued on the Trust Loan during such Interest Accrual Period,
plus the applicable Withheld Amounts.


 


“New Lease”:
Any lease with respect to the Foreclosed Property entered into at the direction of the Special Servicer on behalf of the Trust,
including any lease renewed, modified or extended on behalf of the Trust, if the Trust has the right to renegotiate the terms of
such lease.


 


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
to the effect that a contemplated action will not result in an Adverse REMIC Event.


 


“Nonrecoverable Advance”:
Any Advance or portion of an Advance previously made and not previously reimbursed, or proposed to be made, including interest
on such Advance, which, the Servicer, the Special Servicer or the Trustee determines in accordance with Accepted Servicing Practices
(in the case of the Servicer or the Special Servicer) or reasonable business judgment (in the case of the Trustee) would not be
ultimately recoverable from subsequent payments or collections (including Foreclosure Proceeds, Liquidation Proceeds, Condemnation
Proceeds (to the extent not needed for repair or restoration of the Property) and Insurance Proceeds) in respect of the Whole Loan
or Trust Loan, as applicable, or the Property or from funds on deposit in the Collection Account pursuant to Section 3.4(c).
The Trustee will be entitled to rely conclusively on the Servicer’s determination that an Advance is a Nonrecoverable Advance,
and the Servicer will be entitled to rely conclusively on the Special Servicer’s determination that an Advance is a Nonrecoverable
Advance.


 






    -38-


     


    

 


“Non-Book Entry Certificates”:
As defined in Section 5.2(c).


 


“Non-Reduced Interests”:
As of any date of determination, any Class of Sequential Pay Certificates then-outstanding for which (a)(1) the initial Certificate
Balance of such Class, minus (2) the sum (without duplication) of (A) any payments of principal (whether as principal prepayments
or otherwise) previously distributed on such Class, (B) any Appraisal Reduction Amounts allocated to such Class as of the date
of determination and (C) any Certificate Realized Losses previously allocated to such Class, is equal to or greater than (b) 25%
of the remainder of (i) the initial Certificate Balance of such Class less (ii) any payments of principal (whether as principal
prepayments or otherwise) previously distributed to on such Class of Certificates.


 


“Non-RRI Percentage”:
An amount expressed as a percentage equal to 100% minus the RRI Percentage.


 


“Non-U.S. Beneficial
Ownership Certification”: As defined in Section 5.3(f).


 


“Non-U.S. Person”:
A Person other than a U.S. Person.


 


“Note”: As
defined in the Introductory Statement.


 


“Note A-1”:
As defined in the Introductory Statement.


 


“Note A-2”:
As defined in the Introductory Statement.


 


“Note B”:
As defined in the Introductory Statement.


 


“Note Rate”:
With respect to each Note, a fixed per annum rate equal to 4.5985%.


 


“Notes”: As
defined in the Introductory Statement.


 


“Notional Amount”:
With respect to the Class X-A or Class X-B Certificates, the Class X-A Notional Amount or Class X-B Notional Amount, respectively,
as reduced by the aggregate amount of Certificate Realized Losses allocated pursuant to Section 4.1(h).


 


“NRSRO”: Any
nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including the
Rating Agencies.


 


“NRSRO Certification”:
A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as
Exhibit M or (b) provided electronically and executed by such NRSRO by means of a “click through” confirmation
on the 17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that such
NRSRO is a Rating Agency under this Agreement, or that such NRSRO has been engaged to rate any securities backed, in whole or in
part, by a Companion Loan, or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph
(e) of Rule 17g-5 of the Exchange Act, such NRSRO has


 



    -39-


     


    

 


access to the 17g-5 Information Provider’s Website and such NRSRO will
keep such information confidential, except to the extent such information has been made available to the general public.


 


“Offering Circular”:
That certain Confidential Offering Circular, dated as of October 20, 2017, relating to the offering of the Certificates.


 


“Officer’s Certificate”:
A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated),
the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Servicing Officer, Responsible Officer
or other officer of the Servicer, the Special Servicer, the Depositor, the Sponsor or any other entity referred to herein, as the
case may be, customarily performing functions similar to those performed by any of the above designated officers and also with
respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject.


 


“Operating Lessees”:
The “Operating Lessees” as defined in the Loan Agreement.


 


“Opinion of Counsel”:
A written opinion of counsel (which counsel, in the case of any such opinion of counsel relating to the taxation of the Trust Fund
or any portion thereof or the status of each Trust REMIC as a REMIC for taxation purposes, shall be Independent of the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee), who may, without limitation, be counsel for
the Depositor, the Servicer, the Special Servicer or the Trustee, reasonably acceptable to the Certificate Administrator or the
Trustee, as applicable.


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier Principal
Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement to this Agreement.


 


“Original RR Interest
Balance”: As defined in the Introductory Statement.


 


“Other Depositor”:
With respect to any Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation
AB).


 


“Other Exchange Act
Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the
Exchange Act, the trustee, operating advisor, asset representations reviewer, certificate administrator, master servicer, special
servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing
of Form 8-K, Form 10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to
this Agreement; and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange
Act and for the purposes of Sections 11.7, 11.8, 11.9 and 11.16 only, the trustee, certificate administrator,
master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for
the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified in writing to the
parties to this Agreement.


 






    -40-


     


    

 





“Other Pooling and Servicing
Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of any Other Securitization
Trust and the issuance of securities backed by the assets of such Other Securitization Trust.


 


“Other Securitization
Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a Companion
Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.


 


“Par Price”:
An amount (without duplication) generally equal to the sum of (i) the unpaid principal balance of the Whole Loan or Trust Loan,
as applicable, (ii) accrued and unpaid interest on the Whole Loan at the applicable interest rate (exclusive of the Default Interest)
to and including the last day of the related Interest Accrual Period in which the purchase is to occur, (iii) unreimbursed Property
Protection Advances and Administrative Advances together with interest on all Advances (including advances made with respect to
any Companion Loan under any Other Pooling and Servicing Agreement) and (iv) any unpaid Trust Fund Expenses.


 


“Pass-Through Rate”:
With respect to each Class of Regular Certificates, the per annum rate at which interest accrues on the Certificate Balance
or Notional Amount, as applicable, of such Class as set forth in Section 5.1(a), and for each Uncertificated Lower-Tier
Interest, the Net Trust Loan Rate, being, in each case, the rate at which interest accrues on the Certificate Balance, Notional
Amount or Lower-Tier Principal Amount, as applicable, of such Class as set forth in the Introductory Statement to this Agreement.


 


“Percentage Interest”:
As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related
Class. With respect to any Regular Certificate, such “percentage interest” is equal to the initial Certificate Balance
or Notional Amount, as applicable, of such Certificate divided by the initial Certificate Balance or Notional Amount, as applicable,
of all of the Certificates of the related Class. With respect to the Class R Certificates, the percentage specified on the
Certificate held by the Holder of such Certificate.


 


“Permitted Encumbrances”:
As defined in the Loan Agreement.


 


“Permitted Investments”:
Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, payable on demand
or having a maturity date not later than the Business Day immediately prior to the first Loan Payment Date following the date of
acquiring such investment and meeting one of the appropriate standards set forth below:


 


(i)          direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which
are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted
Investment only if such investment


 



    -41-


     


    

 


would not result in the downgrading, withdrawal or qualification of the then-current rating
assigned by each Rating Agency to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations of
the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency
bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities
or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates
and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations,
Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such obligations
mature in 60 days or less, or rated at least “AA-”, “A-1+” or “AAAm” by S&P, if such obligations
mature in 365 days or less;


 


(ii)         time deposits, demand unsecured certificates of deposit, or bankers’ acceptances with maturities of not more than
365 days that are issued or held by any depository institution or trust company (including the Certificate Administrator) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by
federal or state banking authorities which (A) in the case of such investments with maturities of 30 days or less, the short term
obligations of which are rated in the highest short term rating category by S&P and “R-1(high)” by DBRS or the
long term obligations of which are rated at least “AA-” by S&P and “AAA” by DBRS or, if not rated by
DBRS, an equivalent (or higher) rating by two other nationally recognized statistical rating agencies (which may include S&P),
(B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations
of which are rated “A-1” by S&P and “R-1(high)” by DBRS or the long term obligations of which are rated
at least “AA-” by S&P and “AAA” by DBRS or, if not rated by DBRS, an equivalent (or higher) rating
by two other nationally recognized statistical rating agencies (which may include S&P), (C) in the case of such investments
with maturities of six months or less, but more than three months, the short term obligations of which are rated “A-1”
by S&P and “R-1(high)” by DBRS and the long term obligations of which are rated at least “AA-” by S&P
and “AAA” by DBRS or, if not rated by DBRS, an equivalent (or higher) rating by two other nationally recognized statistical
rating agencies (which may include S&P), and (D) in the case of such investments with maturities of more than six months, the
short term obligations of which are rated “A-1” by S&P and “R-1(high)” by DBRS and the long term obligations
of which are rated at least “AA-” by S&P and “AAA” by DBRS or, if not rated by DBRS, an equivalent
(or higher) rating by two other nationally recognized statistical rating agencies (which may include S&P) from DBRS (or, in
each case, if permitted by the Loan, if not rated by S&P or DBRS, otherwise acceptable to S&P or DBRS, as applicable, as
confirmed in a Rating Agency Confirmation);


 


(iii)        repurchase agreements or obligations with respect to any security described in clause (i) above where such security
has a remaining maturity of one year or less and where such repurchase obligation has been entered into with a


 



    -42-


     


    

 


depository institution
or trust company (acting as principal) described in clause (ii) above;


 


(iv)        debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United
States of America or any state thereof which mature in one (1) year or less from the date of acquisition, which (A) in the case
of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term
rating category by S&P and “R-1(high)” by DBRS or the long term obligations of which are rated at least “AA-”
by S&P and “AAA” by DBRS or, if not rated by DBRS, an equivalent (or higher) rating by two other nationally recognized
statistical rating agencies (which may include S&P), (B) in the case of such investments with maturities of three months or
less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by S&P
and “R-1(high)” by DBRS and the long term obligations of which are rated at least “AA-” by S&P and
“AAA” by DBRS or, if not rated by DBRS, an equivalent (or higher) rating by two other nationally recognized statistical
rating agencies (which may include S&P), (C) in the case of such investments with maturities of six months or less, but more
than three months, the short term obligations of which are rated in the highest short term rating category by S&P and “R-1(high)”
DBRS and the long term obligations of which are rated at least “AA-” by S&P and “AAA” by DBRS or, if
not rated by DBRS, an equivalent (or higher) rating by two other nationally recognized statistical rating agencies (which may include
S&P), and (D) in the case of such investments with maturities of more than six months, the short term obligations of which
are rated in the highest short term rating category by S&P and “R-1(high)” by DBRS and the long term obligations
of which are rated “AA-” by S&P and “AAA” by DBRS or, if not rated by DBRS, an equivalent (or higher)
rating by two other nationally recognized statistical rating agencies (which may include S&P) (or, in each case, if permitted
by the Whole Loan, if not rated by S&P and DBRS, otherwise acceptable to S&P and DBRS as confirmed in a Rating Agency Confirmation);
provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments
in such accounts;


 


(v)         commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations) payable on
demand or on a specified date maturing in one year or less after the date of issuance thereof and which (i) is rated in the highest
applicable rating category of S&P and DBRS or (ii) have such other ratings as confirmed in a Rating Agency Confirmation;


 


(vi)        any money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred
to in clause (i) above, (b) has net assets of not less than $5,000,000,000, (c) maintains a constant net


 



    -43-


     


    

 


asset value, and (d) has
a rating of “AAAm” by S&P, the highest ratings category by DBRS (if then rated by DBRS) and “Aaa-mf”
by Moody’s;


 


(vii)       units of money market funds (including those managed or advised by the Trustee or its Affiliates) which maintain a constant
net asset value such as the Wells Fargo Money Market Funds; provided that such units of money market funds are rated “AAAm”
by S&P and in the highest applicable rating category by S&P and the highest ratings category by DBRS (or, if not rated
by DBRS, an equivalent (or higher) rating by two other nationally recognized statistical rating agencies (which may include S&P));
and


 


(viii)      any other demand, money market or time deposit, obligation, security or investment with respect to which Rating Agency Confirmation
has been obtained from each Rating Agency.


 


Notwithstanding the foregoing,
“Permitted Investments” (i) shall be limited to investments that have an unqualified rating (i.e., one with no
qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf) subscript, and unsolicited ratings;
(ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot
vary or change; and (iii) shall exclude any investment where the right to receive principal and interest derived from the
underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.
Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single
fixed spread (if any), and move proportionately with that index; and provided, that each Permitted Investment qualifies
as a “cashflow investment” pursuant to Section 860G(a)(6) of the Code and no amount beneficially owned by the Upper-Tier
REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market
funds) treated as equity interests for federal income tax purposes, unless the Servicer receives an Opinion of Counsel, at its
own expense, to the effect that such investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier
REMIC. No investment shall be made that requires a payment above par for an obligation if the obligation may be prepaid at the
option of the issuer thereof prior to its maturity. All investments shall mature or be redeemable upon the option of the holder
thereof on or prior to the earlier of (x) three months from the date of their purchase and (y) the Business Day preceding
the day before the date such amounts are required to be applied hereunder. Permitted Investments may not be purchased at a price
in excess of par.


 


“Permitted Lender”:
As defined in Section 5.3(n)(v).


 


“Permitted Special Servicer/Affiliate
Fees”: Any commercially reasonable treasury management fees, banking fees, title agency fees or insurance commissions
or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such
party with respect to the Whole Loan, subject to Section 3.17 of this Agreement.


 


“Permitted Transferee”:
Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by
the Certificate Registrar who is


 



    -44-


     


    

 


unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person
requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person
would not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates or the RR Interest are outstanding,
(c) a Disqualified Non-U.S. Person, (d) any partnership if any of its interests are (or under the partnership agreement
are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Person or
(e) a U.S. Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such
capacity on behalf of any of the foregoing.


 


“Pre-Closing 17g-5 Information”:
As defined in Section 8.14(b).


 


“Plan Fiduciary”:
As defined in Section 5.3(o).


 


“Prime Rate”:
The “prime rate” published in The Wall Street Journal. If The Wall Street Journal ceases to publish the
“prime rate”, then the Servicer shall select an equivalent publication that publishes such “prime rate”,
and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental
or quasi-governmental body, then the Servicer shall reasonably select a comparable interest rate index.


 


“Privileged Information”:
Any (i) correspondence or other communications between the Controlling Class Representative or the Risk Retention Consultation
Party and the Special Servicer related to the Whole Loan if it is subject to a Special Servicing Loan Event or the exercise of
the consent or consultation rights of the Controlling Class Representative or the consultation rights of the Risk Retention Consultation
Party under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could
compromise the Trust’s position in any ongoing or future negotiations with the Loan Borrowers or other interested party,
and (iii) information subject to attorney-client privilege. The Servicer and the Special Servicer shall be entitled to rely on
any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.


 


“Privileged Information
Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally
available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing
such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted
Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing authorities
or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject
to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, as evidenced by written advice of counsel (which will be an additional expense of the Trust) delivered
to each of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Controlling Class


 



    -45-


     


    

 


Representative),
required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged Person”:
The Depositor, the Initial Purchaser, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, a designee
of the Depositor, or any person or entity (including the Risk Retention Consultation Party and a Companion Loan Holder) who provides
the Certificate Administrator with an Investor Certification in the form of Exhibit K-1, and any NRSRO (including any
Rating Agency) that provides the Certificate Administrator with an NRSRO Certification in the form of Exhibit M, which Investor
Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s website or the
17g-5 Information Provider’s Website, as applicable; provided that in no event shall a Borrower Related Party be considered
a Privileged Person. However, such Borrower Related Party shall be entitled to receive access to the Distribution Date Statements
posted on the Certificate Administrator’s Website. The provisions herein shall not limit the Servicer’s or the Special
Servicer’s ability to make accessible certain information regarding the Trust Loan at a website maintained by the Servicer
or the Special Servicer. None of the Servicer, the Special Servicer or the Certificate Administrator shall be liable for any communication
to the Controlling Class Representative, Controlling Class Certificateholder, RR Interest Owner or Risk Retention Consultation
Party or disclosure of information if the Servicer, the Special Servicer or the Certificate Administrator, as applicable, did not
receive prior written notice that the Controlling Class Representative, Controlling Class Certificateholder, RR Interest Owner
or Risk Retention Consultation Party is a Borrower Related Party. Each of the Servicer, the Special Servicer and the Certificate
Administrator shall be entitled to conclusively rely on any written notice from the Controlling Class Representative, Controlling
Class Certificateholder, RR Interest Owner or Risk Retention Consultation Party that it is or is no longer a Borrower Related Party.


 


“Property”:
As defined in the Loan Agreement.


 


“Property Manager”:
Each of Pillar Hotels and Resorts, LLC, , Schulte Hospitality Group, Inc., Hersha Hospitality Management L.P. or TMI Property Management,
L.L.C., or a replacement appointed in accordance with the Loan Agreement.


 


“Property Protection
Advances”: As defined in Section 3.23(b).


 


“QIB”: A “qualified
institutional buyer” within the meaning of Rule 144A.


 


“Qualified Bidder”:
As defined in Section 7.2(b).


 


“Qualified Insurer Ratings”:
With respect to an insurer, a rating that is no lower than (a) “A-” by S&P, (b) “A3” by Moody’s,
(c) “A-“ by Fitch, (d) “A(low)” by DBRS, (e) “A-:VIII” by A.M. Best or (f) the equivalent by
KBRA (or such other rating as to which a Rating Agency Confirmation has been obtained).


 


“Qualified Mortgage”:
A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage, or any substantially
similar successor provision.


 






    -46-


     


    




 


“Qualified Replacement
Special Servicer”: A replacement Special Servicer, (i) that satisfies all of the eligibility requirements applicable
to Special Servicers in this Agreement, (ii) with respect to S&P, is listed on S&P’s Select Servicer List as a U.S.
Commercial Mortgage Special Servicer and (iii) with respect to DBRS, the replacement special servicer been appointed and currently
serves as a special servicer on a transaction-level basis on a CMBS transaction currently rated by DBRS that currently has securities
outstanding and for which DBRS has not cited servicing concerns of the replacement special servicer as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
ratings downgrade or withdrawal) of securities rated by DBRS in a commercial mortgage-backed securitization transaction rated by
DBRS and serviced by the applicable replacement special servicer prior to the time of determination.


 


“Qualified Servicer”:
With respect to the applicable replacement Servicer or Special Servicer and the applicable non-responding Rating Agency pursuant
to Section 3.26 hereof, the applicable replacement (a) with respect to S&P, is listed on S&P’s Select
Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable and (b)
with respect to DBRS, the replacement servicer or special servicer, as applicable, is currently acting as a servicer or special
servicer, as applicable, on a transaction-level basis on a CMBS transaction currently rated by DBRS that currently has securities
outstanding and for which DBRS has not cited servicing concerns of the replacement servicer or special servicer, as applicable,
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities rated by DBRS in a commercial mortgage-backed securitization
transaction rated by DBRS and serviced by the applicable replacement servicer or special servicer, as applicable, prior to the
time of determination.


 


“Quorum”:
In connection with any solicitation of votes in connection with the replacement of the Special Servicer, the holders of the Sequential
Pay Certificates evidencing at least 66 2/3% of the aggregate Voting Rights (taking into account the application of Certificate
Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Sequential
Pay Certificates) of all Sequential Pay Certificates on an aggregate basis.


 


“Rated Final Distribution
Date”: The Distribution Date occurring in September 2037.


 


“Rating Agencies”:
Any of S&P and DBRS.


 


“Rating Agency Confirmation”:
With respect to any matter, confirmation in writing (which may be in the form of e-mail, facsimile, press release, posting to its
internet website or such other means then considered industry standard as determined by such Rating Agency) by a Rating Agency
that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal
or qualification of the then-current rating assigned to any Class of Certificates if then rated by the Rating Agency (in the case
of a Rating Agency with respect to the Certificates) and the credit rating of any certificates, notes or other securities in connection
with any single asset securitization or pooled asset securitization of the Companion Loan (or any portion of, or interest in, such
Companion Loan) (in the case of a


 



    -47-


     


    

 


Rating Agency or other rating agency engaged by the depositor with respect to such certificates,
notes or other securities); provided, that if a written waiver or other acknowledgment from the Rating Agency indicating
its decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought is received (such
written notice, a “Rating Agency Declination”), the requirement to receive a Rating Agency Confirmation from
the Rating Agency with respect to such matter will not apply; provided, further that any Rating Agency Confirmation
is subject to the terms set forth in Section 3.26.


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate Balances of the Sequential
Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the Non-RRI Percentage of
the outstanding principal balance of the Trust Loan after giving effect to (a) any payments of principal received with respect
to the Loan Payment Date occurring immediately prior to such Distribution Date and (b) the aggregate reductions of the principal
balance of the Trust Loan that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


 


“Record Date”:
With respect to any Distribution Date, the close of business on the last day of the calendar month preceding the calendar month
in which such Distribution Date occurs, or if such last day is not a Business Day, the preceding Business Day.


 


“Regular Certificate
Principal Distribution Amount”: For each Distribution Date and any Class of Sequential Pay Certificates, will equal the
Non-RRI Percentage of the Aggregate Principal Distribution Amount for such Distribution Date.


 


“Regular Certificates”:
The Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F and Class G Certificates.


 


“Regulation AB”:
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 provided by the Commission or by
the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective
from time to time. Each of the parties hereto acknowledge that the Regulation AB provisions herein shall be construed as if the
Certificates were publicly registered and reporting were required at all times.


 


“Regulation S”:
Regulation S under the Securities Act.


 


“Regulation S Global
Certificate”: As defined in Section 5.2(a).


 


“Related Certificates”,
“Related Uncertificated Lower-Tier Interests”: For the following Classes of Certificates or the RR Interest
and Classes of Uncertificated Lower-Tier Interests, the related Class of Certificates or the RR Interest or Class of Uncertificated
Lower Tier Interest, as applicable, set forth below:


 


	
        Related
Uncertificated Lower-Tier

Interests 
	
        Related
Certificates or RR

Interest 

	Class LA Uncertificated Interest	Class A



 






    -48-


     


    




 


	Related
    Uncertificated Lower-Tier

Interests	 	Related
    Certificates or RR

Interest
	Class LB Uncertificated Interest	 	Class B
	Class LC Uncertificated Interest	 	Class C
	Class LD Uncertificated Interest	 	Class D
	Class LE Uncertificated Interest	 	Class E
	Class LF Uncertificated Interest	 	Class F
	Class LG Uncertificated Interest	 	Class G
	LRI Uncertificated Interest	 	RR Interest


 


“REMIC”: A
“real estate mortgage investment conduit” within the meaning of Section 860D of the Code.


 


“REMIC Provisions”:
Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through 860G
of the Code and any related regulations or announcements promulgated thereunder by the U.S. Department of the Treasury.


 


“Remittance Date”:
With respect to each Distribution Date, the Business Day immediately preceding such Distribution Date.


 


“Rents from Real Property”:
With respect to the Foreclosed Property, gross income of the character described in Section 856(c)(3)(A) of the Code.


 


“REO Management Fee”:
As to the Property when it is Foreclosed Property, a fee payable out of the Foreclosed Property Account to the Successor Manager
for managing such Property while it is owned by the Trust Fund, which shall be reasonable and customary in the market in which
such Property is located.


 


“Reporting Servicer”:
The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the case may be.


 


“Repurchase Communication”:
For purposes of Section 2.8(a) only, any communication, whether oral or written, which need not be in any specific
form.


 


“Repurchase Mortgage
File”: With respect to any repurchase of the Trust Loan (or any portion thereof), the Mortgage File.


 


“Repurchase Price”:
An amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan, (ii) accrued
and unpaid interest on the Trust Loan at the Trust Loan Rate (exclusive of the Default Interest) to and including the last day
of the related Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances
and Administrative Advances together with interest on all Property Protection Advances and Administrative Advances, (iv) an
amount equal to all interest on outstanding Monthly Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any
other


 



    -49-


     


    

 


out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate
Administrator, the Custodian or the Trustee arising out of the enforcement of the repurchase obligation. No Liquidation Fee shall
be payable by the Sponsor in connection with a repurchase of the Trust Loan due to a Material Breach or a Material Document Defect
pursuant to the Trust Loan Purchase Agreement.


 


“Repurchase Request”:
As defined in Section 2.8(a).


 


“Repurchase Request
Withdrawal”: As defined in Section 2.8(a).


 


“Requesting Holder”:
As defined in Section 3.7(a).


 


“Requesting Party”:
As defined in Section 3.26(a).


 


“Required Advance Amount”:
With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment Advance (taking into account
any Appraisal Reduction Amount with respect to the Trust Loan as of such Distribution Date) that would be required to be made on
the related Remittance Date by the Servicer pursuant to this Agreement had the Loan Borrowers not made any portion of the Monthly
Payment of principal (if any) and interest (or an Assumed Monthly Payment) in respect of the Trust Loan for the related Loan Payment
Date or Assumed Loan Payment Date less (b) the aggregate compensation payable on such Remittance Date to the Certificate Administrator
in respect of the Certificate Administrator Fee (including the portion that constitutes the Trustee Fee) and to CREFC®
in respect of the CREFC® Intellectual Property Royalty License Fee.


 


“Reserve Account”:
Any reserve account required to be maintained under the Loan Agreement.


 


“Residual Ownership
Interest”: Any record or beneficial interest in the Class R Certificates.


 


“Responsible Officer”:
With respect to (i) the Trustee, any officer in the Corporate Trust department of the Trustee having direct responsibility for
the administration of this Agreement and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services
group, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other
officer to whom a particular matter is referred by the Certificate Administrator. With respect to the Depositor, any director,
vice president, assistant vice president, assistant secretary, treasurer, assistant treasurer, trust officer or any other officer
of the Depositor, customarily performing functions similar to those performed by any of the above-designated officers with direct
responsibility for the administration of this Agreement and also, with respect to a particular matter, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of any certification
or other document required to be signed by a Responsible Officer, an authorized signatory whose name and specimen signature appears
on a list furnished to the Servicer or the Special Servicer, as applicable, by the Depositor, as such list may from time to time
be amended.


 


“Restricted Holder”:
Any Certificateholder, Beneficial Owner of a Certificate or prospective purchaser of a Certificate (whether legally, beneficially
or otherwise) or any other


 



    -50-


     


    

 


Person that is also a holder of a related mezzanine loan (or any Affiliate or agent thereof) or an owner
in any interest in any related mezzanine loan (whether legally, beneficially or otherwise, including as a holder of a note evidencing
a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or a Beneficial Owner of any securities
collateralized by a related mezzanine loan) (a) as to which an event of default has occurred under such mezzanine loan giving rise
to an automatic acceleration of such mezzanine loan or the right of the lender thereunder to accelerate such mezzanine loan or
(b) as to which foreclosure proceedings against the related collateral have been initiated (and in respect of which, the Special
Servicer has received notice thereof).


 


“Restricted Period”:
As defined in Section 5.2(a).


 


“RR Interest”:
An uncertificated interest in the Trust representing the right to receive the RRI Percentage of all amounts collected on the Trust
Loan, net of all expenses of the Trust, and distributable on each Distribution Date to Holders of Certificates (other than to the
Class R Certificates) and to the RR Interest Owner (i.e., representing the right to receive the Risk Retention Allocation Percentage
of all amounts distributable on each Distribution Date to the Holders of the Regular Certificates). The RR Interest evidences a
“regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. For the avoidance of doubt, the parties
hereto agree not to treat the RR Interest as a security under applicable law.


 


“RR Interest Available
Funds”: On each Distribution Date shall be equal to the RRI Percentage of Available Funds for such Distribution Date.


 


“RR Interest Appraisal
Reduction Amount”: An amount equal to the RRI Percentage of the applicable Appraisal Reduction Amount.


 


“RR Interest Balance”:
With respect to the RR Interest (i) on or prior to the first Distribution Date, an amount equal to the Original RR Interest Balance
as specified in the Introductory Statement hereto and (ii) as of any date of determination after the first Distribution Date, the
RR Interest Balance on the Distribution Date immediately prior to such date of determination less the sum of (a) all amounts distributed
to the RR Interest Owner of all of the RR Interest on all previous Distribution Dates and treated under this Agreement as allocable
to principal and (b) the aggregate amount of RR Interest Realized Losses allocated to such RR Interest, if any, pursuant to Section 4.1(h)
on all previous Distribution Dates.


 


“RR Interest Interest
Distribution Amount”: With respect to any Distribution Date and the RR Interest, an amount equal to the product of (A)
the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to Certificateholders pursuant to
clauses first, fourth, seventh, tenth, thirteenth, sixteenth,
and nineteenth of Section 4.1(b) on such Distribution Date.


 


“RR Interest Owner”:
The Person in whose name the RR Interest is registered on a registry of ownership maintained by the Certificate Administrator.
At any time, there shall be only one RR Interest Owner. Goldman Sachs Bank USA, a New York State chartered bank, is the RR Interest
Owner as of the Closing Date.



 






    -51-


     


    










 


“RR Interest Principal
Distribution Amount”: For each Distribution Date and the RR Interest, an amount equal to the product of (A) the Risk
Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Certificateholders pursuant to clauses
second, fifth, eighth and eleventh of Section 4.1(b) on such Distribution
Date.


 


“RR Interest Rate”:
With respect to any Distribution Date, a per annum rate equal to the Net Trust Loan Rate of the Trust Loan.


 


“RR Interest Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the RR Interest Balance of the RR Interest
after giving effect to distributions made on such Distribution Date exceeds (ii) the product of (a) the RRI Percentage and (b)
the outstanding principal balance of the Trust Loan after giving effect to (A) any payments of principal received with respect
to the Loan Payment Date occurring immediately prior to such Distribution Date and (B) the aggregate reductions of the principal
balance of the Trust Loan that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


 


“RRI Percentage”:
5%.


 


“Risk Retention Allocation
Percentage”: A fraction, expressed as a percentage, equal to the RRI Percentage divided by the Non-RRI Percentage.


 


“Risk Retention Consultation
Party”: The party selected by the RR Interest Owner representing a majority of the ownership of the RR Interest from
time to time. The Depositor shall promptly provide the name and contact information for the initial Risk Retention Consultation
Party upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information
provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity
of the Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity and
contact information for) a replacement of the Risk Retention Consultation Party from the RR Interest Owner. The initial Risk Retention
Consultation Party shall be Goldman Sachs Mortgage Company, a New York limited partnership.


 


“Rule 144A”:
As defined in Section 5.2(b).


 


“Rule 144A Global
Certificate”: As defined in Section 5.2(b).


 


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given to
the Certificate Administrator, the Trustee, the Servicer and the Special Servicer, and specific ratings of S&P herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Sarbanes-Oxley Act”
means the Sarbanes Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations
thereof by the Commission’s staff).


 






    -52-


     


    




 


“Sarbanes-Oxley Certification”:
With respect to an Other Securitization Trust, the certification required to be filed together with such Other Securitization Trust’s
Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.


 


“Securities Act”:
The Securities Act of 1933, as it may be amended from time to time.


 


“Sequential Pay Certificates”:
The Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates.


 


“Servicer”:
Wells Fargo Bank, National Association, a national banking association, in its capacity as servicer, and its successors in interest,
or if any successor servicer is appointed as herein provided, such successor servicer.


 


“Servicer Customary
Expense”: As defined in Section 3.17.


 


“Servicer Servicing
Personnel”: The divisions and individuals of the Servicer who are involved in the performance of the duties of the Servicer
under this Agreement.


 


“Servicer Termination
Event”: As defined in Section 7.1(a).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Whole Loan or any
other assets of the Trust by an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation
AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized
occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities
industry.


 


“Servicing Criteria”:
The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time
and which as of the Closing Date are listed on Exhibit L hereto.


 


“Servicing Fee”:
With respect to the Trust Loan and the Companion Loan (including the Foreclosed Property), a fee payable monthly to the Servicer
pursuant to Section 3.17 (which includes the Excess Servicing Fee) which will accrue at the Servicing Fee Rate, computed
on the basis of the same principal amount, in the same manner, and for the same Interest Accrual Period respecting which any related
interest payment on each Note is computed. For the avoidance of doubt, the Servicing Fee shall be deemed payable from the Lower-Tier
REMIC.


 


“Servicing Fee Rate”:
With respect to the Trust Loan, 0.0025% per annum; and with respect to the Companion Loan, a primary servicing fee rate of 0.00125%
per annum.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate Administrator,
the Trustee, the Servicer and the Special Servicer, that is performing activities that address the Applicable Servicing Criteria
as of any date of determination.


 






    -53-


     


    




 


“Servicing Officer”:
Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Whole
Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator
on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such
list may from time to time be amended.


 


“Servicing-Released
Bid”: As defined in Section 7.2(b).


 


“Servicing-Retained
Bid”: As defined in Section 7.2(b).


 


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any
calendar year), the date that is fifteen (15) days after the distribution date under the Other Pooling and Servicing Agreement
occurring on or immediately following the 45th day after the end of such calendar quarter provided, however, Section
5.13 of the Loan Agreement does not require the Borrower to deliver the required financial statements until the 90th day after
the end of each calendar quarter.


 


“Significant Obligor
NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 120th day after the end of such
calendar year.


 


“Similar Law”:
As defined in Section 5.3(m).


 


“Special Notice”:
As defined in Section 5.6.


 


“Special Servicer”:
Wells Fargo Bank, National Association, in its capacity as special servicer, and its successors in interest, or if any successor
special servicer is appointed as herein provided, such successor special servicer.


 


“Special Servicer Customary
Expense”: As defined in Section 3.17.


 


“Special Servicer Servicing
Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance of the duties of
the Special Servicer under this Agreement.


 


“Special Servicer Termination
Event”: As defined in Section 7.1(a).


 


“Special Servicing Fee”:
With respect to the Specially Serviced Loan, a fee payable monthly to the Special Servicer equal to an amount computed on the basis
of the same principal amount and for the same period respecting which any related interest payment on each Note is computed, at
a rate of 0.25% per annum until the Special Servicing Loan Event with respect to such Specially Serviced Loan no longer
exists. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Special Servicer under
this Agreement. For the avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Special Servicing Loan
Event”: With respect to the Whole Loan, (i) the Loan Borrowers have not made two (2) consecutive Monthly Payments
(and have not cured at least


 



    -54-


     


    

 


one such delinquency by the next Loan Payment Date under the Loan Documents) in respect of the Whole
Loan; (ii) the Servicer and/or the Trustee have made three (3) consecutive Monthly Payment Advances with respect to the Trust
Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii) the Loan Borrowers fail to make the
Balloon Payment when due, and the Loan Borrowers have not delivered to the Servicer, on or before the Loan Payment Date of such
Balloon Payment, a fully executed term sheet or a written refinancing commitment from an acceptable lender and reasonably satisfactory
in form and substance to the Servicer that provides that such refinancing will occur within one hundred twenty (120) days after
the date on which such Balloon Payment will become due (provided that a Special Servicing Loan Event will occur if either
(x) such refinancing does not occur before the expiration of the time period for refinancing specified in such fully executed
term sheet or binding commitment or (y) the Servicer is required to make a Monthly Payment Advance at any time prior to such
refinancing); (iv) the Servicer has received notice that the Loan Borrowers have become the subject as debtor of any bankruptcy,
insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come due or made an assignment for
the benefit of creditors; (v) the Servicer has received notice of a foreclosure or threatened foreclosure of a lien on the
Property; (vi) the Loan Borrowers have expressed in writing to the Servicer an inability to pay the amounts owed under the Whole
Loan in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted Servicing Practices), a default in
the payment of principal or interest under the Whole Loan is reasonably foreseeable unless (a) such reasonably foreseeable
default is solely related to a reasonably foreseeable default in the payment of the Balloon Payment on the Stated Maturity Date,
(b) the Loan Borrowers request the extension of the Stated Maturity Date, (c) the Servicer (with the consent of the Special
Servicer), grants an extension of the Stated Maturity Date pursuant to Section 3.4 hereof and (d) such extension
occurs prior to the Stated Maturity Date; or (viii) a default under the Whole Loan of which the Servicer has notice (other
than a failure by the Loan Borrowers to pay principal or interest) and that materially and adversely affects the interests of the
Certificateholders, the Companion Loan Holder and the RR Interest Owner has occurred and remains unremedied for the applicable
grace period specified in the Loan Documents (or, if no grace period is specified, sixty (60) days); provided, that a Special
Servicing Loan Event will cease (a) with respect to the circumstances described in any of clauses (i), (ii) and (iii)
above, when the Loan Borrowers have brought the Whole Loan current (including pursuant to the workout of the Whole Loan) and with
respect to clauses (i) and (ii) above, after the occurrence of such event when the Loan Borrowers make three (3) consecutive
full and timely Monthly Payments on the Whole Loan, or (b) with respect to the circumstances described in clauses (iv),
(v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special Servicer (consistent with
Accepted Servicing Practices); provided, in any case, that at that time no other circumstance exists (as described above)
that would constitute a Special Servicing Loan Event.


 


“Specially Serviced
Loan”: The Whole Loan after the occurrence and during the continuance of a Special Servicing Loan Event.


 


“Sponsor”:
As defined in the Introductory Statement.


 


“Startup Day”:
As defined in Section 11.1(c).


 






    -55-


     


    




 


“Stated Maturity Date”:
The Loan Payment Date in October 5, 2022, or such earlier date as may result from acceleration of the Whole Loan in accordance
with the terms of the Loan Agreement.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities industry) of the Whole Loan but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Whole Loan under the direction or authority of the Servicer
(or a Sub-Servicer of the Servicer), the Special Servicer (or a Sub-Servicer of the Special Servicer) or an Additional Servicer
(or a Sub-Servicer of an Additional Servicer).


 


“Sub-Servicer”:
Any Person that (i) Services the Whole Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing
functions required to be performed by the Servicer, Special Servicer, Servicing Function Participant or an Additional Servicer,
under this Agreement, with respect to the Whole Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Successful Bidder”:
As defined in Section 7.2(b).


 


“Successor Manager”:
Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trust, to serve as manager of a Foreclosed
Property, which designation, as evidenced by a Rating Agency Confirmation from each Rating Agency, will not result in the downgrade,
withdrawal or qualification of the ratings assigned to the Certificates by such Rating Agency.


 


“Tax Matters Person”:
The Person designated as the “tax matters person” of the Upper-Tier REMIC and the Lower-Tier REMIC, pursuant to Treasury
Regulations Section 1.860F-4(d).


 


“Temporary Regulation S
Global Certificate”: As defined in Section 5.2(a).


 


“Terminated Party”:
As defined in Section 7.1(d).


 


“Terminating Party”:
As defined in Section 7.1(d).


 


“Treasury”:
The United States Department of the Treasury.


 


“Treasury Constant Yield”:
As defined in the Loan Agreement.


 


“Transaction Parties”:
As defined in Section 5.3(o).


 


“Transferee Affidavit”:
As defined in Section 5.3(n)(ii).


 


“Transferor Letter”:
As defined in Section 5.3(n)(ii).


 


“Trust”: The
trust formed pursuant to this Agreement.


 






    -56-


     


    




 


“Trust A Note”:
As defined in the Introductory Statement.


 


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the related Notes, together
with the Mortgage File relating thereto; (ii) all scheduled and unscheduled payments on or collections in respect of the Trust
Loan (including all interest that accrues on the Trust Loan on or after the Cut-off Date and all scheduled principal received
on or with respect to the Trust Loan on the Cut-off Date); (iii) the Foreclosed Property and Foreclosed Property Account;
(iv) all revenues received in respect of the Foreclosed Property; (v) the Servicer’s, Special Servicer’s,
the Certificate Administrator’s and the Trustee’s rights under the insurance policies with respect to the Property
required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) any Collateral Security Documents; (vii) any
indemnities or guaranties given as additional security for the Notes (including the Environmental Indemnity relating to the Property);
(viii) all funds deposited in the Collection Account, the Interest Reserve Account and the Distribution Account, including
reinvestment income thereon (except as otherwise provided herein); (ix) the rights and remedies of the Depositor under the Loan
Purchase Agreement; (x) the security interest in the Reserve Accounts granted pursuant to Section 2.1; (xi) all
other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC; (xii) the Uncertificated
Lower-Tier Interests; and (xiii) the proceeds of any of the foregoing.


 


“Trust Fund Expenses”:
Any unanticipated and certain other default related expenses incurred by the Trust Fund (including, without limitation, all interest
on Advances and all Loan Borrowers’ Reimbursable Trust Fund Expenses, to the extent not reimbursed by the Loan Borrowers)
and all other amounts (such as indemnification payments to any party to this Agreement) permitted to be retained, reimbursed or
withdrawn and remitted by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, from
the Collection Account or the Distribution Account pursuant to this Agreement.


 


“Trust Loan”:
As defined in the Introductory Statement.


 


“Trust Loan Rate”:
With respect to any Interest Accrual Period and the Trust Loan, the per annum rate at which interest (but not Default Interest)
accrues on the Trust Loan for such Interest Accrual Period as specified in the Loan Agreement.


 


“Trust Note”:
As defined in the Introductory Statement.


 


“Trust REMIC”:
The Upper-Tier REMIC or the Lower-Tier REMIC, individually or collectively, as the context may require.


 


“Trustee”:
U.S. Bank National Association, in its capacity as trustee, and its successors in interest, or any successor trustee appointed
as herein provided.


 


“Trustee Fee”:
The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5.


 


“Trustee Personnel”:
The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee under this Agreement.


 






    -57-


     


    




 


“Unapplied Certificate
Appraisal Reduction Amount”: As defined in Section 3.7.


 


“Uncertificated Lower-Tier
Interests”: Any of the Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and LRI Uncertificated Interests.


 


“Uninsured Cause”:
Any cause of damage to property of the Loan Borrowers subject to the Mortgage such that the complete restoration of such property
is not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy required to be maintained
with respect thereto pursuant to the terms of the Loan Documents or this Agreement.


 


“Unscheduled Payments”:
With respect to any Distribution Date, all payments and collections received by the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, with respect to the Whole Loan or upon foreclosure or liquidation of the Property
(net of related foreclosure expenses and Liquidation Expenses) during the related Collection Period including, but not limited
to, prepayments due to acceleration of the Whole Loan, Net Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, Net
Foreclosure Proceeds, voluntary prepayments and other payments and collections on the Whole Loan not scheduled to be received,
other than Monthly Payments or the Balloon Payment.


 


“Upper-Tier Distribution
Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Upper-Tier REMIC.


 


“Upper-Tier REMIC”:
One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated Lower-Tier Interests
and such amounts as shall from time to time be held in the Upper-Tier Distribution Account.


 


“U.S. Person”:
(a) A Person that is a citizen or resident of the United States, (b) a corporation or partnership (except as provided
in applicable Treasury regulations) created or organized in or under the laws of the United States, any State or the District of
Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, (c) an estate whose
income is subject to United States federal income tax regardless of its source, or (d) a trust if a court within the United
States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent provided as applicable Treasury regulations, certain
trusts in existence on August 20, 1996 that have elected to be treated as a U.S. Person) or (e) any other person that
is disregarded as separate from its ownership for United States federal income tax purposes and whose owner is described in (a)
through (d) above.


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated to each Class of Certificateholders as follows:
(i) 4.0% to the Class X-A and Class X-B Certificates (for so long as the Notional Amount of such Class has not been reduced to
zero) allocated to such Class, and (ii) in the case of any other Class of Certificates, a percentage equal to the product
of (x) 96.0% and (y) a percentage equal to the aggregate Certificate Balance (and in connection with certain votes under this Agreement,
taking into account any notional reduction in the Certificate Balance for Certificate Appraisal


 



    -58-


     


    

 


Reduction Amounts allocated to
the Sequential Pay Certificates) of such Class, in each case, determined as of the prior Distribution Date, divided by the aggregate
Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional reduction in the
Certificate Balance, for Certificate Appraisal Reduction Amounts allocated to the Sequential Pay Certificates), of all Classes
of Certificates, each determined as of the prior Distribution Date. The Class R Certificates and the RR Interest shall not
be entitled to any Voting Rights.


 


“Whole Loan”:
As defined in the Introductory Statement hereto.


 


“Whole Loan Rate”:
A fixed per annum rate equal to 4.5985%.


 


“Withheld Amounts”:
As defined in Section 3.4(d).


 


“Workout Fee”:
A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal and interest
(other than Default Interest) made on the Whole Loan following resolution of a Special Servicing Loan Event by a written agreement
with the Loan Borrowers negotiated by the Special Servicer for so long as another Special Servicing Loan Event does not occur.
For the avoidance of doubt, the intent of Section 8.17 of the Loan Agreement requires the Loan Borrowers to be responsible
for the payment of Workout Fees and the Special Servicer will be entitled to, and may collect, any Workout Fees payable to it from
the Loan Borrowers pursuant to such Section 8.17 of the Loan Agreement as would be calculated hereunder. Notwithstanding the
foregoing, the Workout Fee with respect to the Specially Serviced Loan shall be reduced by any Modification Fees paid by or on
behalf of the Loan Borrowers and received by the Special Servicer as compensation, but only to the extent those fees have
not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Yield Maintenance Premium”:
As defined in the Loan Agreement.


 


“YM Group A”
As defined in Section 4.3.


 


“YM Group B”
As defined in Section 4.3.


 


“YM Groups”
As defined in Section 4.3.


 


Section 1.2.     Interpretation. (a)  Whenever this Agreement refers to a Distribution Date and a “related”
Collection Period, Interest Accrual Period or Loan Payment Date, such reference shall be to the Collection Period, Interest Accrual
Period or Loan Payment Date, as applicable, immediately preceding such Distribution Date.


 


(b)          Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference
shall be to the Pass-Through Rate for the applicable Class for the related Interest Accrual Period.


 


(c)          The words “hereof”, “herein”, and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and
Exhibit references contained in this


 



    -59-


     


    

 


Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise
specified.


 


(d)          Interest on the Certificates and the RR Interest shall be computed (including interest at any Pass-Through Rate) on the
basis of a 360 day year consisting of twelve 30-day months.


 


Section 1.3.          Certain
Calculations in Respect of the Trust Loan or the Whole Loan. (a)  All amounts collected by or on behalf of the Trust
in respect of the Trust Loan or the Whole Loan, as applicable, in the form of payments from the Loan Borrowers, Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds shall be applied to amounts due and owing under the Loan Documents (including for
principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement;
provided, however, in the absence of such express provisions in the Loan Documents or if and to the extent that
such terms authorize the Loan Lender to use its discretion and in any event for purposes of calculating distributions hereunder
after a Loan Event of Default, all such amounts collected will be applied in the following order of priority: first, as
a recovery of any related and unreimbursed Advances plus interest accrued thereon and, without duplication, unreimbursed Loan
Borrowers’ Reimbursable Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable
Advances to the extent previously reimbursed from principal collections with respect to the Whole Loan or Trust Loan, as applicable
(which amount allocated to the Trust Loan is required to be treated as a collection on the Trust Loan in respect of principal
in calculating the Aggregate Principal Distribution Amount); third, less any amounts reimbursed as Monthly Payment Advances
in clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of
(i) accrued and unpaid interest on such Note at the Note Rate of such Note (without giving effect to any increase in such
Note Rate required under the Loan Agreement as a result of a default under the Trust Loan) through and including the end of the
related Interest Accrual Period in which such collections are received by or on behalf of the Trust (or, in the case of a full
Monthly Payment from the Loan Borrowers, through the related Distribution Date), over (ii) the cumulative amount of the reductions
(if any) in the amount of the interest portion of the related Monthly Payment Advances for such Trust Note that have occurred
in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued
and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied
pursuant to the Co-Lender Agreement); fourth, as a recovery of principal of the Whole Loan or the Trust Loan, as applicable,
then due and owing, including by reason of acceleration of the Whole Loan following a Loan Event of Default (or, if the Whole
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance) (such principal
to be applied pursuant to the Co-Lender Agreement); fifth, as a recovery of accrued and unpaid interest on the Trust Loan
to the extent of the cumulative amounts of reductions (if any) in the amount of the interest portion of the related Monthly Payment
Advances for the Trust Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections
have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);
sixth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real
estate taxes, ground rent, assessments and insurance premiums and similar items relating to the Whole Loan or the Trust Loan,
as applicable; seventh, as a recovery of any other reserves to the extent then required to be held in escrow; eighth,
as a recovery of any


 



    -60-


     


    

 


Yield Maintenance Premium then due and owing under the Whole Loan or the Trust Loan, as applicable, (such
Yield Maintenance Premium to be applied according to the Co-Lender Agreement); ninth, as a recovery of any Default Interest or
late charges then due and owing under the Whole Loan or the Trust Loan, as applicable (such Default Interest and late charges
to be applied pursuant to the Co-Lender Agreement); tenth, as a recovery of any assumption fees, assumption application
fees, defeasance fees, consent fees, release fees, substitution fees, Modification Fees and similar fees then due and owing under
the Whole Loan or Trust Loan, as applicable; and eleventh, as a recovery of any other amounts then due and owing under
the Whole Loan or Trust Loan, as applicable, provided that, to the extent required under the REMIC Provisions, payments
or proceeds received with respect to the release of any portion of the Property (including following a condemnation) from the
lien of the Mortgage and Loan Documents must be allocated to reduce the principal balance of the Trust Loan in the manner permitted
by such REMIC Provisions if, immediately following such release, the loan-to value ratio of the Whole Loan exceeds 125% (based
solely on real property and excluding any personal property and going concern value).


 


(b)          Collections
by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied in the following order
of priority: first, as a recovery of any related and unreimbursed Advances plus interest accrued on such advances with
respect to the Whole Loan or the Trust Loan, as applicable, and, without duplication, unreimbursed Loan Borrowers’ Reimbursable
Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances to the extent
previously reimbursed from principal collections with respect to the Whole Loan or the Trust Loan, as applicable, (which amount
allocated to the Trust Loan is required to be treated as a collection on the Trust Loan, in respect of principal in calculating
the Aggregate Principal Distribution Amount); third, less any amounts reimbursed as Monthly Payment Advances in clause
first above as a recovery of accrued and unpaid interest on each Note, to the extent of the excess of (i) accrued
and unpaid interest on such Note at the Note Rate of such Note (without giving effect to any increase in such Note Rate required
under the Loan Agreement as a result of a default under the Whole Loan or Trust Loan, as applicable) through and including the
end of the related Interest Accrual Period in which such collections are received by or on behalf of the Trust, over (ii) the
cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for
such Trust Loan that have occurred in connection with Appraisal Reduction Amounts (to the extent that collections have not been
applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued
and unpaid interest to be applied pursuant to the Co-Lender Agreement); fourth, as a recovery of principal of the Whole
Loan or Trust Loan, as applicable, to the extent of its entire unpaid principal balance (such principal to be applied pursuant
to the Co-Lender Agreement); fifth, as a recovery of accrued and unpaid interest on the Trust Loan to the extent of the
cumulative amounts of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for
the Trust Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent that collections have
not been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates); sixth,
as a recovery of any Yield Maintenance Premium then due and owing under the Whole Loan or Trust Loan, as applicable (such
Yield Maintenance Premium to be applied pursuant to the Co-Lender Agreement); seventh, as a recovery of any Default Interest
or late charges then deemed to be due


 



    -61-


     


    

 


and owing under the Whole Loan or the Trust Loan, as applicable; eighth, as a recovery
of any assumption fees, assumption application fees, defeasance fees, consent fees, release fees, substitution fees, Modification
Fees and similar fees then due and owing under the Whole Loan or the Trust Loan, as applicable; and ninth, as a recovery
of any other amounts deemed to be due and owing in respect of the Whole Loan or the Trust Loan, as applicable.


 


(c)          Notwithstanding anything to the contrary in the Co-Lender Agreement, but without changing any allocations under the Co-Lender
Agreement between the Trust Loan and the Companion Loan, upon liquidation of the Trust Loan, a Note related to the Trust Loan or
the Foreclosed Property, all Net Liquidation Proceeds received with respect to the Trust Loan or such Note will be applied so that
amounts allocated as a recovery of accrued and unpaid interest on the Trust Loan or such Note, as applicable, will not, for purposes
of making distributions on the Certificates and the RR Interest, include accrued and unpaid interest on the Trust Loan that has
not been advanced by the Servicer as a result of Appraisal Reduction Amounts with respect to the Trust Loan or such Note, as applicable
(“Appraisal Reduced Interest”). After the adjusted interest amount is so allocated, any remaining Net Liquidation
Proceeds received with respect to the Trust Loan or such Note, as applicable will be allocated to pay principal on the Trust Loan
or such Note, as applicable until the unpaid principal amount thereof has been reduced to zero. Any remaining Net Liquidation Proceeds
received with respect to the Trust Loan or such Note, as applicable would then be allocated to pay Appraisal Reduced Interest.


 


(d)          All net present value calculations and determinations made under this Agreement with respect to the Whole Loan, the Trust
Loan, the Companion Loan or the Property or the Foreclosed Property (including for purposes of the definition of “Accepted
Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely
(i) for principal and interest payments on the Whole Loan, the Trust Loan or such Companion Loan or sale of the Whole Loan,
the Trust Loan or such Companion Loan if it is a defaulted loan, the highest of (1) the rate determined by the Servicer or Special
Servicer, as applicable, that approximates the market rate that would be obtainable by the Loan Borrowers on similar debt of the
Loan Borrowers as of such date of determination, (2) the weighted average of the interest rates of the applicable Notes based
on their respective outstanding principal balances and (3) the yield on the most recently issued 10-year U.S. treasuries and (ii) for
all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or
update of such Appraisal).


 


Article 2



DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF RETAINED INTEREST


 


Section 2.1.    Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution
and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust
to the Trustee for the benefit of Certificateholders and the RR Interest Owner, without recourse (except to the extent otherwise
provided herein and in the Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired,
now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”,


 



    -62-


     


    

 


including without limitation (i) all rights and remedies of the Depositor under the Loan Purchase Agreement, (ii) all
right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the
Depositor in and to the Trust Loan as of the Closing Date and (iv) all other assets included or to be included in the Lower-Tier
REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security
interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights
to payments made or required to be made to the Depositor by the Loan Borrowers or any other party under the Loan Documents relating
to the Trust Loan. Such sale, transfer and assignment further include all Loan Documents relating to the Trust Loan.


 


(b)           In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian
(with copies to the Servicer) (i) the original Note A-1 and Note B (or if any such Note has been lost, a lost note affidavit),
endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of U.S. Bank National Association,
solely in its capacity as Trustee for the benefit of the Holders of the GS Mortgage Securities Corporation Trust 2017-SLP, Commercial
Mortgage Pass-Through Certificates, Series 2017-SLP, and the RR Interest Owner, without recourse or warranty except as set
forth in the Trust and Servicing Agreement dated as of October 6, 2017, among GS Mortgage Securities Corporation II,
as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate
Administrator, as Custodian and , as Trustee”, which Notes and all endorsements thereon shall show a complete chain of endorsement
from the original payee(s) to the Trustee and (ii) on or before the date occurring fifteen (15) days after the Closing Date
(the “Delivery Date”), the following documents or instruments with respect to the Trust Loan (collectively with
the original Notes required under clause (i) above, the “Mortgage File”), in each case executed by the
parties thereto:


 


(A)         the original Loan Agreement, including all amendments thereto;


 


(B)         each
original recorded counterpart of the Mortgages or certified copies of the recorded counterparts of the Mortgages;


 


(C)          the original recorded Assignment of Mortgage, each in favor of the Trustee, and each in a form that is complete and suitable
for recording in the applicable jurisdiction in which the Property is located to “U.S. Bank National Association, solely
in its capacity as Trustee for the benefit of the Holders of the GS Mortgage Securities Corporation Trust 2017-SLP Commercial Mortgage
Pass-Through Certificates, Series 2017-SLP, and the RR Interest Owner”, without recourse;


 


(D)         an original of the Environmental Indemnity;


 


(E)          an original of the Lockbox Account Agreement;


 


(F)          an original of the Guaranty;


 


(G)         an
original of the Cash Management Agreement;


 






    -63-


     


    




 


(H)         where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a fully executed UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment
from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property
and other UCC collateral constituting security for repayment of the Whole Loan;


 


(I)           the lender’s title insurance policies obtained in connection with the origination of the Whole Loan (or marked, signed
commitments to insure or pro forma title insurance policies), together with any endorsements thereto (which may be in the
form of an electronically issued policy);


 


(J)           the
original or a copy of the ground lease or sublease relating to such Property, together with any estoppels from the related ground
lessors and a notice to the related ground lessor of the transfer of the Whole Loan to the Trust or the Trustee on its behalf;


 


(K)         a
copy of the Co-Lender Agreement;


 


(L)          any
other material written agreements related to the Whole Loan or any other documents and/or certifications executed and/or delivered
by the Sponsors, the Borrowers, the Operating Lessees, a Guarantor or any other person or entity in connection with the closing
of the Whole Loan or any amendment thereof and any legal opinions delivered in connection with the closing of the Whole Loan;


 


(M)        a copy of the management agreement related to the applicable Property;


 


(N)         a
copy of the trademark licensing agreements and related comfort letters related to the Property;


 


(O)         all
other instruments, if any, constituting additional security for the repayment of the Whole Loan;


 


(P)          a copy of each Consent and Subordination of Management Agreement;


 


(Q)         a copy of each Recycled SPE Certificate


 


(R)         a
copy of the Cooperation Agreement;


 


(S)          a copy of the Liquor Cooperation Agreement;


 


(T)         a copy of each Operating Lease;


 


(U)         copies of any franchise agreement, property management agreement or hotel management agreement and related comfort letters
(together


 



    -64-


     


    

 


with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trustee for the benefit of
the issuing entity or the Trust the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request
be made of the related franchisor to issue a replacement comfort letter to the Trustee for the benefit of the issuing entity or
Trust, if any, a copy of the notice requesting the issuance of such replacement comfort letter (the copy of such notice shall be
delivered by the Sponsor to the custodian for inclusion in the Mortgage File within the time period set forth in this Agreement
and/or estoppel letters relating to such Property and any related assignment thereof; and


 


(V)         any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


If the Depositor cannot deliver,
or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C) and (H)
of this Section 2.1(b) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because
of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation,
the delivery requirements of Section 2.1 shall be deemed to have been satisfied on a provisional basis as of the Delivery
Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been
included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by
the applicable public filing or recording office, the applicable title insurance company or the Sponsor to be a true and complete
copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before the Delivery Date, and
either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s
office, in the case of the documents and/or instruments referred to in clause (ii)(B), (C) and (H) of this Section 2.1
(b) to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording
thereon, is delivered to the Custodian within 180 days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to, so long as the Depositor is, as certified in writing to
the Custodian no less often than every ninety (90) days, attempting in good faith to obtain from the appropriate public filing
office or county recorder’s office such original or photocopy).


 


The Depositor shall cause the
Sponsor to provide the Servicer a copy of the Mortgage File on or prior to the Closing Date and promptly following the Closing
Date, at its own expense, with copies of all such other documents in its possession constituting part of the Mortgage File.


 


In addition, the Depositor shall
deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by the
insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto
(which may consist of such policies or certificates).


 


Each Assignment of the Mortgage,
assignment of a Collateral Security Document (to the extent such documents are required to be recorded or filed) and UCC-3 financing
statements to be filed in the appropriate public recording office for real property records or UCC


 



    -65-


     


    

 


financing statements shall be
filed or recorded, as applicable, by the Sponsor or its designee, with instructions to return all such recorded documents, or other
evidences of filing issued by the applicable governmental offices, to the Custodian at 1133 Rankin Street, Suite 100, St. Paul,
Minnesota 55116, with a copy to the Servicer. In the event that any such document is determined to be defective or not to be in
compliance with the requirements of the applicable filing office or recording depository, or if any such document is lost or returned
unrecorded because of a defect therein, the Sponsor or its designee shall, upon receipt of the Custodian’s exception report,
prepare a substitute document. The Sponsor or its designee shall file or record (or cause to be filed or recorded) such substitute
document upon its receipt thereof in the appropriate filing offices or record depositories. Notwithstanding anything to the contrary
contained in this Section 2.1(b), in those instances where the public recording office retains the original Mortgage,
Assignment of Mortgage or assignment of a Collateral Security Document, if applicable, after any has been recorded, the obligations
of the Depositor hereunder and the obligations of the Sponsor under the Loan Purchase Agreement shall be deemed to have been satisfied
upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or assignment of a Collateral Security Document,
if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof.


 


The ownership of the Notes, the
Mortgage, the Collateral Security Documents and all other contents of the Mortgage File shall be vested in the Trust or the Trustee
in trust for the benefit of the Certificateholders and the RR Interest Owner, other than the Notes related to the Trust Loan, the
Companion Loan Holder. The Depositor, the Certificate Administrator, the Servicer and the Special Servicer agree to take no action
inconsistent with the Trustee’s ownership of the Trust Loan and to promptly indicate to all inquiring parties that the Trust
Loan has been sold and to claim no ownership interest in the Loan. All original documents relating to the Trust Loan that are not
delivered to the Custodian are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in
trust for the benefit of the Certificateholders and the RR Interest Owner. In the event that any such original document is required
pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage File, such document shall be delivered promptly
to the Custodian.


 


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


 



    -66-


     


    

 


following receipt thereof, deliver the original
of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage
File.


 


The conveyance of the Trust Loan
and the related rights and property accomplished hereby is absolute and is intended by the Depositor to constitute an absolute
sale and transfer of the Trust Loan and such other related rights and property by the Depositor to the Trustee in trust for the
benefit of the Certificateholders and the RR Interest Owner (and as set forth herein, the Companion Loan Holder), in exchange for
the Certificates being sold by the Depositor. Furthermore, it is not intended that such conveyance be a pledge of security for
the Trust Loan. If such conveyance is determined to be a pledge of security for the Trust Loan, however, the Depositor and the
Trustee intend that the rights and obligations of the parties to the Trust Loan shall be established pursuant to the terms of this
Agreement. The Depositor and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute a
security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trustee (in such capacity)
a first priority security interest in all of the Depositor’s right, title and interest in and to the assets constituting
the Trust Fund, including the Trust Loan subject hereto from time to time, all amounts received on or with respect to the Trust
Loan after the Closing Date, all amounts held from time to time in the Collection Account, the Distribution Account, and, if established,
the Foreclosed Property Account, and all of the Depositor’s right, title and interest under the Loan Purchase Agreement,
(iii) the possession by the Custodian or its agent of the Notes with respect to the Trust Loan 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 (iv) 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 Trustee for the purpose of perfecting such security interest
under applicable law.


 


Section 2.2.           Acceptance by the Trustee, the Custodian and the Certificate Administrator. (a)By its execution and delivery of this
Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the
Custodian declares that, in its capacity as Custodian, it holds and will hold or will cause to be held such documents as are delivered
to it constituting the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to it)
in trust, upon the conditions herein set forth, for the use and benefit of all present and future Certificateholders, the Companion
Loan Holder and the RR Interest Owner.


 


(b)           The execution and delivery of this Agreement by the Custodian shall constitute certification by the Custodian, that (i) the
original Notes A-1 and Note B as specified in clause (b)(i) of the definition of “Mortgage File” and all
allonges thereto, if any, have been received by the Custodian; and (ii) such original Notes have been reviewed by the Custodian
and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if
initialed by the Loan Borrowers), (B) appear to have been executed and (C) purport to relate to the Trust Loan. The Custodian
agrees to review or cause to be reviewed the Mortgage File within 30 days after the Closing Date, and to deliver to the Depositor,
the Sponsor, the Trustee, the Servicer and the Special Servicer a report (substantially


 



    -67-


     


    

 


in the form of Exhibit R) certifying,
subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have
been received, and (B) all documents have been executed, appear on their face to be what they purport to be, purport to be
recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to
the Trust Loan. The Custodian shall have no responsibility for reviewing the Mortgage File except as expressly set forth in this
Section 2.2(b). The Custodian shall be under no duty or obligation to inspect, review, or examine any such documents,
instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized,
or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except
to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded
in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been
filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the
title insurance policies relate to the Property.


 


(c)            Upon the first anniversary of the Closing Date, the Custodian shall (i) deliver to the Depositor, the Trustee, the
Sponsor, the Loan Borrowers, the Servicer and the Special Servicer a final exception report as to any remaining documents that
are not in the Mortgage File and (ii) request that the Sponsor cause such document deficiency to be cured.


 


Section 2.3.         
Representations and Warranties of the Trustee. (a)  The Trustee hereby represents and warrants to the other
parties hereto that as of the Closing Date:


 


(i)            the Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws
of the United States of America; the Trustee possesses and shall continue to possess all requisite authority, power, licenses,
permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)           the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
will not violate the Trustee’s articles of association 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 contract, agreement or other instrument
to which the Trustee is a party or which may be applicable to the Trustee or any of its assets, which default or breach of such
material contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its
obligations hereunder;


 


(iii)          except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 






    -68-


     


    




 


(iv)          this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law);


 


(v)           the Trustee, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement by the Trustee
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Trustee or that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)          no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such
approval has been obtained prior to the Closing Date;


 


(vii)         to the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit
its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and


 


(viii)        the Trustee is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies
with the requirements of Section 8.6(b).


 


(b)           The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


 


Section 2.4.          
Representations and Warranties of the Servicer. 


 


(a)           Wells
Fargo Bank, National Association, as the Servicer, hereby represents and warrants to the other parties hereto that as of the Closing
Date:


 


(i)            it
is a national banking association, duly organized, validly existing, and in good standing under the laws of the United States
of America; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business
in the jurisdiction where the Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Trust Loan and the Companion Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess
all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and
comply with its obligations under this Agreement;


 






    -69-


     


    




 


(ii)           the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or
other instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have
consequences that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder;


 


(iii)          this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application
of the rules of equity, including those respecting the availability of specific performance;


 


(iv)          it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(v)           all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)          there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(vii)         it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the
requirements of Section 3.11(d).


 


(b)           The representations and warranties of the Servicer set forth in this Section 2.4 shall survive until termination
of this Agreement, and shall inure to the benefit of the parties hereto.


 


Section 2.5.         
Representations and Warranties of the Special Servicer. (a) Wells Fargo Bank, National Association, as the Special
Servicer, hereby represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)               
it is a national banking association, duly organized, validly existing, and in good standing under the laws of the United
States of America; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business
in the jurisdiction where any Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Trust Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess
all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and
comply with its obligations under this Agreement;


 






    -70-


     


    




 


(ii)            the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or its ability to perform its obligations hereunder;


 


(iii)           this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application
of the rules of equity, including those respecting the availability of specific performance;


 


(iv)          it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(v)           all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)          there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(vii)         it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the
requirements of Section 3.11(d).


 


(b)           The representations and warranties of the Special Servicer set forth in this Section 2.5 shall survive until
termination of this Agreement, and shall inure to the benefit of the parties hereto.


 


Section 2.6.         
Representations and Warranties of the Depositor. (a)  The Depositor hereby represents and warrants to the other
parties hereto that as of the Closing Date:


 


(i)             the Depositor is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware,
with full power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its
obligations under this Agreement, and to create the trust pursuant hereto;


 


(ii)            the execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate
action on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of
the transactions herein contemplated, nor the compliance with the


 






    -71-


     


    

 


provisions hereof, will conflict with or result in a breach of,
or constitute a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on
the Depositor, (B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement
or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it;


 


(iii)           the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated
hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained,
given, effected or taken prior to the date hereof;


 


(iv)           this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


 


(v)           there
are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment
of the Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor, materially
and adversely affect its ability to perform its obligations under this Agreement;


 


(vi)          the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor
to perform its obligations hereunder;


 


(vii)         other than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title
to the Trust Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)        the Depositor is accounting for the transfer of the Trust Loan as a sale under generally accepted accounting principles
and, for federal income tax purposes;


 


(ix)           the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent;
and


 


(x)            the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors.


 






    -72-


     


    




 


(b)           The representations and warranties of the Depositor set forth in Section 2.6 shall survive until termination
of this Agreement, and shall inure to the benefit of the Certificateholders, the RR Interest Owner, the Certificate Administrator,
the Trustee, the Servicer and the Special Servicer.


 


(c)           Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates or the RR Interest.
Subject to Section 2.6(a) and (b), none of the Certificateholders, the RR Interest Owner, the Trustee or the Certificate
Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection
with the Certificates, the RR Interest or the Trust Loan except as expressly set forth herein.


 


Section 2.7.     Representations and Warranties of the Certificate Administrator. (a)  The Certificate Administrator hereby
represents and warrants to the other parties hereto that as of the Closing Date:


 


(i)           
it is a national banking association duly organized, validly existing, and in good standing under the laws of the United
States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses,
permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)          
the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the
terms of this Agreement will not violate the Certificate Administrator’s articles of association 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
contract, agreement or other instrument to which it is a party or which may be applicable to the Certificate Administrator or any
of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect
on the Certificate Administrator’s performance of its obligations hereunder;


 


(iii)         
the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         
this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law);


 


(v)          
the Certificate Administrator, to its actual knowledge, is not in violation of, and the execution and delivery of this Agreement
by the Certificate Administrator and


 



    -73-


     


    

 


its performance and compliance with the terms of this Agreement will not constitute a violation
with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental
agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially
and adversely affect the condition (financial or other) or operations of the Certificate Administrator or that would materially
affect the performance of its duties hereunder or thereunder;


 


(vi)        
no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or
regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement
or if required, such approval has been obtained prior to the Closing Date;


 


(vii)       
to the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate
Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations
under this Agreement; and


 


(viii)      
the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or
otherwise complies with the requirements of Section 8.6(b).


 


(b)         
The respective representations and warranties of the Certificate Administrator set forth in this Section 2.7
shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto.


 


Section 2.8.         
Representations and Warranties Contained in the Loan Purchase Agreement. (a) If (i) any party hereto (A) discovers
or receives notice alleging that any document required to be delivered to the Certificate Administrator pursuant to Section 2.1
is not delivered as and when required, is not properly executed or is defective (each, a “Defect”) or (B) discovers
or receives notice alleging a breach of any representation or warranty made by the Sponsor relating to the Trust Loan as set forth
in Exhibit A to the Loan Purchase Agreement (a “Breach”) or (ii) the Special Servicer or the
Depositor receives a Repurchase Communication of a request or demand for repurchase of the Trust Loan alleging a Defect or Breach
(any such request or demand, a “Repurchase Request”), then such party shall give prompt written notice of such
Defect, Breach or Repurchase Request to the Sponsor, the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event), the Companion Loan Holder, the Risk Retention Consultation Party, the other parties hereto
and, subject to Section 10.17, each of the Rating Agencies (to the extent notice has not previously been delivered
to such Persons pursuant to this sentence). The Special Servicer shall determine if any such Defect or Breach materially and adversely
affects the value of the Trust Loan or the interests of the Certificateholders and the RR Interest Owner therein or causes the
Trust Loan to fail to be a Qualified Mortgage (any such Defect or Breach, a “Material Document Defect” and a
“Material Breach,” respectively). If such Defect or Breach has been determined to be a Material Document Defect
or Material Breach, then the Special Servicer shall give prompt written notice thereof to the Sponsor, the other parties hereto
and subject to Section 10.17, to the Rating Agencies. If such determination is that the Defect or the Breach is a Material
Document Defect


 



    -74-


     


    

 


or a Material Breach, the Special Servicer shall (A) request that the Sponsor (i) repurchase the Trust Loan
(or the allocable portion of the Trust Loan with respect to any Properties that were the subject of such Material Breach or Material
Document Defect equal to the Allocated Loan Amount for such Properties) at an amount equal to the Repurchase Price, (ii) promptly
cure such Material Document Defect or Material Breach, as the case may be, in each case in accordance with the terms of the Loan
Purchase Agreement or (iii) other than with respect to a Material Document Defect or Material Breach that causes the Trust
Loan to be other than Qualified Mortgage, indemnify the Trust for the losses directly related to such Material Breach or Material
Defect, subject to receipt of a Rating Agency Confirmation from each Rating Agency with respect to such action and (B) give prompt
written notice thereof to the Risk Retention Consultation Party and the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event); provided that with respect to any Material Breach or Material Document
Defect that would cause the Trust Loan not to be a Qualified Mortgage, the Sponsor will be required to cure such Material Document
Defect or Material Breach or to repurchase the Trust Loan at a price equal to the Repurchase Price within ninety (90) days of the
date of discovery of such Material Document Defect or Material Breach. If a Responsible Officer of the Certificate Administrator
or a Servicing Officer of the Servicer or the Special Servicer, has actual knowledge that the Sponsor has defaulted on its obligation
to repurchase the Trust Loan under the Loan Purchase Agreement, such entity shall promptly notify the Trustee, the Certificate
Administrator, the Servicer and the Special Servicer, as applicable, and the Certificate Administrator shall notify the Certificateholders
and the RR Interest Owner of such default. The Special Servicer shall enforce the obligations of the Sponsor under Section 8
of the Loan Purchase Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, shall be carried
out in such form, to such extent and at such time as if it were, in its individual capacity, the owner of the Trust Loan. The Special
Servicer shall be reimbursed for the reasonable costs of such enforcement (it being understood that a Liquidation Fee shall be
payable to the Special Servicer as and only to the extent provided herein): first, from a specific recovery of costs,
expenses or attorneys’ fees against the Sponsor; second, out of the Repurchase Price, to the extent that such expenses
are a specific component thereof; and third, if at the conclusion of such enforcement action it is determined that the amounts
described in clauses first and second are insufficient, then pursuant to clause (ix) of Section 3.4(c)
out of collections on the Trust Loan on deposit in the Collection Account.


 


If the Special Servicer or the
Depositor receives a Repurchase Communication of a withdrawal of a Repurchase Request of which notice has been previously received
or given and which withdrawal is by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”),
such party shall give written notice of such Repurchase Request Withdrawal to the Sponsor and the Risk Retention Consultation Party,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the other parties
hereto and, subject to Section 10.17 of this Agreement, each of the Rating Agencies (to the extent notice has not previously
been delivered to such Persons pursuant to this sentence).


 


Each notice of a Repurchase Request
or Repurchase Request Withdrawal required to be given by a party pursuant to this Section 2.8(a) (each, a “15Ga-1
Notice”) shall be given no later than the tenth (10th) Business Day after receipt of a Repurchase Communication of such
Repurchase Request or receipt of a Repurchase Communication of such Repurchase Request Withdrawal, and shall include (i) the
identity of the portion of the Trust Loan, (ii) the date such


 



    -75-


     


    

 


Repurchase Request was received or the date such Repurchase
Request Withdrawal was received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase
Request) and (iv) in the case of 15Ga-1 Notices provided by the Special Servicer, a statement as to whether the Special Servicer
currently plans to pursue such Repurchase Request.


 


In the event that the Certificate
Administrator, the Trustee or the Servicer receives a Repurchase Communication of a Repurchase Request or Repurchase Request Withdrawal,
such party shall promptly forward such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer and the Risk
Retention Consultation Party and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative, and include the following statement in the related correspondence: “This is a “Repurchase Request”
or a “Repurchase Request Withdrawal” under Section 2.8(a) of the Trust and Servicing Agreement relating
to the GS Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series 2017-SLP, requiring
action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such
Repurchase Request or Repurchase Request Withdrawal by the Special Servicer, the Special Servicer shall be deemed to be the recipient
of such Repurchase Request or Repurchase Request Withdrawal, and the Special Servicer shall comply with the notice procedures set
forth in this Section 2.8(a) with respect to such Repurchase Request or Repurchase Request Withdrawal.


 


No Person that is required to
provide a 15Ga-1 Notice pursuant to this Section 2.8(a) (a “15Ga-1 Notice Provider”) shall be required
to provide any information in a 15Ga-1 Notice that is protected by the attorney-client privilege or the attorney work product doctrine.
The Loan Purchase Agreement will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.8(a) is
so provided only to assist the Sponsor, the Depositor and their respective Affiliates to comply with Rule 15Ga-1 under the
Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken
by, or inaction of, a 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.8(a) by
a 15Ga-1 Notice Provider in a 15Ga-1 Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right
that such 15Ga-1 Notice Provider may have with respect to the Loan Purchase Agreement, including with respect to any Repurchase
Request that is the subject of a 15Ga-1 Notice.


 


(b)           Upon receipt by the Servicer from the Sponsor of the Repurchase Price for the Trust Loan (or the allocable portion of the
Trust Loan with respect to any Properties that were the subject of such Material Breach or Material Document Defect equal to the
Allocated Loan Amount for such Properties), the Servicer shall deposit such amount in the Collection Account, and the Certificate
Administrator shall, upon receipt of a certificate of a Servicing Officer certifying as to the receipt by the Servicer of the Repurchase
Price and the deposit of the Repurchase Price into the Collection Account pursuant to this Section 2.8(b), (i) release
or cause to be released to the designee of the Sponsor the Repurchase Mortgage File and the Trustee and the Certificate Administrator
shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty
(except that the Trust Loan (or the allocable portion of the Trust Loan with respect to any Properties that were the subject of
such Material Breach or Material Document Defect equal to the Allocated Loan Amount for such Properties) is owned by the Trust
and is being sold free and clear of liens and encumbrances), as


 



    -76-


     


    

 


shall be prepared by such designee to vest in such designee the
Trust Loan released pursuant hereto and the Certificate Administrator, the Trustee, the Custodian, the Servicer and the Special
Servicer shall have no further responsibility with regard such Repurchase Mortgage File and (ii) release or cause to be released
to the Sponsor any escrow payments and reserve funds held by the Trustee, or on the Trustee’s behalf, in respect of the Trust
Loan (or the allocable portion of the Trust Loan with respect to any Properties that were the subject of such Material Breach or
Material Document Defect equal to the Allocated Loan Amount for such Properties).


 


(c)            Notwithstanding anything to the contrary herein, no Defect (except for a Defect with respect to the document described in
clause (i) of Section 2.1(b) and the documents described in clauses (ii)(B), (C)
and (H) of Section 2.1(b)) shall be considered to be a Material Document Defect unless the document with respect
to which a Defect exists is required in connection with (A) an imminent enforcement of the Loan Lender’s rights or remedies
under the Trust Loan; (B) defending any claim asserted by the Loan Borrowers or third party with respect to the Trust Loan;
(C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate
significant servicing obligations, including without limitation, making a claim under a title policy. The Trust’s sole remedy
against the Sponsor in connection with a Material Document Defect shall be to enforce the repurchase claim in accordance with the
provisions of the Loan Purchase Agreement.


 


Section 2.9.          Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges
the assignment in trust by the Depositor to the Trust of the Notes and other assets comprising the Trust Fund. Concurrently with
such assignment and delivery and in exchange therefor, (i) the Certificate Administrator acknowledges the issuance of (x) the
Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in exchange for the Trust Loan, receipt
of which is hereby acknowledged, (ii) immediately thereafter, the Certificate Administrator acknowledges (x) the assignment by
the Depositor to the Trust of the Uncertificated Lower-Tier Interests, and in exchange therefor that it (y) has executed and
has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the RR Interest
and the Class UT-R Interest, and (z) has executed and has authenticated and delivered to or upon the order of the Depositor,
the Class R Certificates, representing the Class LT-R and Class UT-R Interests, and (iii) the Depositor hereby acknowledges
the receipt by it or its designees, of the Regular Certificates and the RR Interest in authorized denominations and the Class UT-R
Interest evidencing the entire beneficial ownership of the Upper-Tier REMIC.


 


Section 2.10.        Miscellaneous REMIC Provisions. (a)  The Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class
E, Class F and Class G Certificates and the RR Interest are hereby designated as the “regular interests” in the Upper-Tier
REMIC within the meaning of Section 860G(a)(1) of the Code. The Class UT-R Interest, represented by the Class R Certificates, is
hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2)
of the Code.


 


(b)           The
Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and LRI Uncertificated Interests are hereby designated as
the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class
LT-R Interest, represented by the Class R Certificates, is hereby designated as the sole class of


 



    -77-


     


    

 


“residual interests”
in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.


 


Article 3



ADMINISTRATION AND SERVICING OF THE WHOLE LOAN


 


Section 3.1.                
Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer (other than during
the continuance of a Special Servicing Loan Event) and the Special Servicer (during the continuance of a Special Servicing Loan
Event), each as an independent contractor, shall service and administer the Whole Loan and administer Foreclosed Properties solely
on behalf of the Trust Fund, in the best interest of, and for the benefit of, the Certificateholders, the Companion Loan Holder
and the RR Interest Owner as a collective whole as if such Certificateholders, the Companion Loan Holder and the RR Interest Owner
constituted one lender (taking into account that the B Note is junior to the A Notes) (as determined by the Servicer or the Special
Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including
the REMIC Provisions), the terms of this Agreement, the Co-Lender Agreement and the Loan Documents and, to the extent consistent
with the foregoing, the following standards: (i) the higher of (a) the same manner in which and with the same care, skill,
prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and
administers foreclosed properties for other third-party portfolios, giving due consideration to customary and usual standards of
practice of prudent institutional commercial mortgage lenders in servicing their own loans and administering their own foreclosed
properties, or (b) with the care, skill, prudence and diligence the Servicer or the Special Servicer, as applicable, uses
for loans that it owns or for foreclosed properties it owns and administers; (ii) with a view to the timely collection of
(a) all scheduled payments of principal and interest under the Whole Loan or, with respect to the Special Servicer, if the
Whole Loan comes into and continues in default and if no satisfactory arrangements can be made for the collection of the delinquent
payments, the maximization of the recovery on the Whole Loan to the Certificateholders, the Companion Loan Holder and the RR Interest
Owner (as a collective whole as if such Certificateholders, the Companion Loan Holder and the RR Interest Owner constituted a single
lender) (taking into account that the B Note is junior to the A Notes) on a net present value basis and (b) the Loan Borrowers’
Reimbursable Trust Fund Expenses and other amounts due under the Whole Loan and (iii) without regard to:


 


(A)         any
relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with the Loan Borrowers, the Sponsor,
the Depositor, the Companion Loan Holder or any of their respective Affiliates;


 


(B)          the ownership of any Certificate (or Companion Loan) or mezzanine loan or any interest in any Companion Loan or any mezzanine
loan related to the Trust Loan by the Servicer or Special Servicer or by any Affiliate of the Servicer or the Special Servicer;


 


(C)          in the case of the Servicer, its obligation to make Advances;


 






    -78-


     


    




 


(D)         the right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation
or other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect
to any particular transaction; or


 


(E)          the ownership, servicing or management for others of any other loans or property by the Servicer or the Special Servicer.


 


Subject to the above-described
servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement
and of the Loan Documents, the Servicer and the Special Servicer each shall have full power and authority, acting alone or, in
the case of the Servicer, through one or more sub-servicers as provided in Section 3.2, to do or cause to be done any
and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer and
the Special Servicer shall service and administer the Trust Loan and Companion Loan in accordance with applicable state and federal
law. At the written request of the Servicer or the Special Servicer, as applicable, accompanied by the form of power of attorney
or other documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer any powers of attorney (substantially
in the form of Exhibit N hereto) and other documents necessary or appropriate to enable such Servicer or the Special
Servicer to carry out its servicing and administrative duties hereunder, and the Trustee shall not be held responsible (and shall
be indemnified by the Servicer or the Special Servicer) for any negligence or misuse by the Servicer or the Special Servicer in
its uses of any such powers of attorney or other document. Notwithstanding anything contained herein to the contrary, the Servicer
and the Special Servicer shall not without the Trustee’s prior written consent: (i) initiate any action, suit or proceeding
solely under the Trustee’s name without indicating the representative capacity of the Servicer or the Special Servicer, as
applicable, or (ii) take any action with the intent to, and which actually does cause, the Trustee to be registered to do
business in any state.


 


The liability of each of the
Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer and the Special Servicer,
respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3). Nothing
contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer of the
collectibility of the Mortgage Loan. Except as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association
acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association,
acting in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association,
acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all
of the obligations performed in such capacities are performed by one or more employees within the same group or division of Wells
Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations in such capacities
have one or more of the same Responsible Officers; provided, however, the knowledge of employees performing special servicing
functions shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing master
servicing functions shall not be imputed to employees performing special servicing functions.


 






    -79-


     


    




 


Section 3.2.           Sub-Servicing Agreements. (a)  The Special Servicer shall not engage any sub-servicer or enter into any
sub-servicing agreement. The Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may
enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Trust Loan and Companion Loan,
provided that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent
with this Agreement and as the Servicer and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer
shall grant any modification, waiver, or amendment to the Loan Documents without the approval of the Servicer. References in this
Agreement to actions taken or to be taken, and limitations on actions permitted to be taken, by the Servicer in servicing the Whole
Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be (i) authorized
to transact business and licensed in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer
to perform its obligations under the applicable sub-servicing agreement, and (ii) qualified to perform its obligations under
the applicable sub-servicing agreement. For purposes of this Agreement, the Servicer shall be deemed to have received any amount
when the sub-servicer receives such amount, irrespective of whether such amount is remitted to the Servicer for deposit in the
Collection Account, any Cash Management Account, any Reserve Account or the Distribution Account, and actions taken by the sub-servicer
shall be deemed to be actions of the Servicer. The Servicer shall notify the Certificate Administrator, the Trustee, the Loan Borrowers
and the Depositor in writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee and the Certificate
Administrator, upon its request, with a copy of the sub-servicing agreement. No sub-servicer shall be permitted to enter into any
sub-servicing agreement with other sub-servicers without the prior written consent of the Servicer.


 


(b)           Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee, the Certificateholders
and the RR Interest Owner for the servicing and administering of the Trust Loan and Companion Loan in accordance with the provisions
of Section 3.1 without diminution of such obligation or liability by virtue of such sub-servicing agreement, or by
virtue of indemnification from a sub-servicer, and to the same extent and under the same terms and conditions as if the Servicer
alone were servicing and administering the Whole Loan.


 


(c)           Any sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the
Trustee if the Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms
of this Agreement, or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without
cost or obligation to the Trustee, the Certificate Administrator, the successor Servicer, the Trust or the Trust Fund.


 


(d)           Any sub-servicing agreement, and any other transactions or services relating to the Whole Loan involving a sub-servicer,
shall be deemed to be between the Servicer and such sub-servicer alone, and the Certificate Administrator, the Trustee, the Depositor,
the Trust, the Certificateholders and the RR Interest Owner shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require
the Trust, the Trustee, the Certificate Administrator or the Depositor to indemnify any such sub-servicer. The Servicer is permitted,
at


 



    -80-


     


    

 


its own expense, or to the extent that a particular expense is provided herein to be an Advance or an expense of the Trust,
at the expense of the Trust, to utilize other agents or attorneys typically used by servicers of mortgage loans underlying commercial
mortgage backed securities in performing its obligations under this Agreement.


 


(e)            Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its
duties and obligations hereunder to an Affiliate of the Servicer or Special Servicer, as applicable. Such delegation shall not
be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing
agreements, sub-servicers or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such
delegation, the Servicer and the Special Servicer shall remain obligated and liable for the performance of their respective obligations
and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions
as if each alone were servicing and administering the Whole Loan as required hereby.


 


(f)             The
parties hereto acknowledge that the Whole Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holder under the Co-Lender
Agreement, including: (i) with respect to the allocation of collections on or in respect of the Whole Loan, and the making of
remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holder; (ii) with respect to the allocation
of expenses and losses relating to the Whole Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holder
and (iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holder. With
respect to the Whole Loan, the Servicer (if the Whole Loan is not a Specially Serviced Loan) or the Special Servicer (if the Whole
Loan has become a Specially Serviced Loan or the Property has been converted to an Foreclosed Property) shall prepare and provide
to each Companion Loan Holder all notices, reports, statements and communications to be delivered by the holder of the Trust Loan
under the Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing
related duties and obligations to be performed by the holder of the Trust Loan pursuant to the Co-Lender Agreement. In the event
of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control.


 


(g)           Notwithstanding anything to the contrary herein, at no time shall the Servicer or the Trustee be required to make, and they
shall not make, any advance of delinquent scheduled monthly payments of principal or interest with respect to any Companion Loan.


 


(h)           To the extent required under the Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the Loan Lender,
maintain a note register for the Whole Loan in accordance with the Loan Documents or the Co-Lender Agreement. The Loan Sellers
are the holder of the Companion Loan as of the Closing Date, and notices regarding such ownership shall be addressed to the Loan
Seller at the address set forth in Section 10.4.


 


Section 3.3.         
Cash Management Account. A Lockbox Account and a Cash Management Account have been or shall be established pursuant
to the terms of the Loan Agreement, the Cash Management Agreement and the Lockbox Account Agreement. The


 



    -81-


     


    

 


Servicer shall exercise
and enforce the rights of the Trust Fund with respect to the Cash Management Account and the Lockbox Account under the Loan Agreement,
the Cash Management Agreement and the Lockbox Account Agreement in accordance with Accepted Servicing Practices and the other
terms of this Agreement and the other Loan Documents.


 


Section 3.4.         
Collection Account. 


 


(a)            The Servicer shall establish and maintain one or more accounts (which may be by ledger entry) for the benefit of the Certificateholders
and the RR Interest Owner in the name of “Wells Fargo Bank, National Association, as Servicer on behalf of U.S. Bank National
Association, as Trustee for the benefit of the Certificateholders of GS Mortgage Securities Corporation Trust 2017-SLP, Commercial
Mortgage Pass-Through Certificates, Series 2017-SLP, and the RR Interest Owner” (the “Collection Account”).
The Collection Account must be an Eligible Account. The Servicer shall deposit into the Collection Account within two Business
Days of receipt of properly identified and available funds the following amounts representing payments and collections received
or made during each Collection Period on or with respect to the Whole Loan:


 


(i)            all payments on account of principal on the Whole Loan;


 


(ii)           all payments on account of interest on the Whole Loan, including Default Interest;


 


(iii)          any amount representing reimbursements by the Loan Borrowers of Advances, interest thereon, and any other expenses of the
Depositor, the Certificate Administrator, the 17g-5 Information Provider, the Trustee, the Servicer or the Special Servicer, as
applicable, as required by the Loan Documents or hereunder;


 


(iv)          any other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the 17g-5
Information Provider, the Trustee or the Certificateholders under the Trust Loan or Whole Loan, as applicable;


 


(v)           any amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted
Investments with respect to funds held in the Collection Account;


 


(vi)          all Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14 and all Net Liquidation
Proceeds, Insurance Proceeds and Condemnation Proceeds (to the extent not needed for the repair or restoration of the Property);
and


 


(vii)         any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer,
including, without limitation, any (1) proceeds of any repurchase of the Trust Loan pursuant to Section 2.8(b)
and the Loan Purchase Agreement, (2) proceeds of the sale of the Whole Loan by the Special Servicer pursuant to Section 3.16,
or (3) amounts payable under the Loan Documents by any Person to the extent not specifically excluded.


 






    -82-


     


    




 


The foregoing requirements for
deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments (if any) in the nature of additional compensation (other than Default Interest and late payment
charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17 and any reimbursement
made by the Loan Borrowers of expenses of the Servicer or the Special Servicer need not be deposited in the Collection Account
by the Servicer or Special Servicer and, to the extent permitted by applicable law, the Servicer or the Special Servicer, as applicable,
shall be entitled to retain any such fees and expense reimbursements received with respect to the Whole Loan.


 


(b)           Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give written notice to the Certificate Administrator of the location and account number
of the Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


(c)           On or prior to each Remittance Date, (or following the securitization of any Companion Loan, in the case of clause (vii)
below, on or prior to the day which is the earlier of (A) the Remittance Date and (B) the Business Day following the “determination
date” (or any term substantially similar thereto), as such term is defined in the related Other Pooling and Servicing Agreement
as long as such determination date is no earlier than the 6th day of the calendar month) prior to the remittance of funds to the
Certificate Administrator for deposit in the Distribution Account pursuant to Section 3.5, the Servicer shall make
withdrawals from the Collection Account (which withdrawals shall be the only permitted withdrawals from the Collection Account
by the Servicer) as described below (the order set forth below not constituting an order of priority for such withdrawals):


 


(i)             to withdraw funds deposited in the Collection Account in error;


 


(ii)           concurrently, to pay the Servicing Fee to the Servicer (or with respect to any Excess Servicing Fee Right, to pay any Excess
Servicing Fees to the holder of such Excess Servicing Fee Right), the Certificate Administrator Fee (including the portion that
is the Trustee Fee) to the Certificate Administrator and the CREFC® Intellectual Property Royalty License Fees to
CREFC®, as applicable;


 


(iii)           to pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Loan Borrowers);
and (b) the Special Servicing Fee, if any, the Workout Fee, if any, and the Liquidation Fee, if any, to the Special Servicer
(with respect to clauses (a) and (b), in that order);


 


(iv)          to reimburse the Trustee and the Servicer, in that order, for (a) Advances made by each and not previously reimbursed
from late payments received during the applicable period on the Whole Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds (to the extent not needed for the repair or restoration of the Property) and other collections on the Whole Loan; provided
that any Advance that has been


 



    -83-


     


    

 


determined to be a Nonrecoverable Advance shall be reimbursed pursuant to clause (viii)
below and (b) unpaid interest on such Advances at the Advance Rate; provided, however, that prior to (x) final
liquidation of the Property or (y) the final payment and release of the Mortgage, interest on Advances shall be paid out of
Default Interest or late payment charges collected in the related Collection Period before such interest on Advances is paid out
of other amounts on deposit in the Collection Account;


 


(v)           if any Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization Trust,
to the extent required by the Co-Lender Agreement, to pay the applicable party to the related Other Pooling and Servicing Agreement
for any interest accrued on Companion Loan Advances made thereby;


 


(vi)         
to make any other required payments (other than payments under clause (v) above and normal monthly remittances and
reimbursements pursuant to clause (vii) below) due under the Co-Lender Agreement to the holder of the Companion Loan;


 


(vii)        
to remit to the Companion Loan Holder all remaining amounts on deposit in the Collection Account payable to the Companion
Loan Holder pursuant to the Co-Lender Agreement with respect to the Companion Loan (or any successor REO Companion Loans), exclusive
of any amounts reimbursable to the Servicer, the Special Servicer, the Trustee or the Trust in accordance with the Co-Lender Agreement;


 


(viii)       
to reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each and not previously reimbursed
that are not covered by clause (iv)(a) above together with unpaid interest thereon at the Advance Rate;


 


(ix)          
to reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses
incurred by them in connection with the liquidation of the Whole Loan or the Property and not otherwise covered and paid by an
insurance policy or deducted from the proceeds of liquidation;


 


(x)            to pay to the
Servicer or the Special Servicer, as applicable, as additional compensation, to the extent actually received from the Loan Borrowers
and allocated as such pursuant to the terms of the Loan Documents and this Agreement and deposited into the Collection Account
by the Servicer, any payments in the nature of late payment fees and Default Interest (to the extent remaining after payments
pursuant to clause (iv) above), assumption fees, assumption application fees, substitution fees, release fees, Modification
Fees, defeasance fees, consent fees and similar fees and expenses;


 


(xi)           to pay or reimburse the Trustee, the Certificate Administrator, the Depositor, the Servicer and the Special Servicer, in
that order, for any other amounts then due and payable or reimbursable (including any Trust Fund Expenses) to each pursuant to
the terms of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses; and


 


(xii)          to the extent not previously paid or advanced, to pay to the Certificate Administrator (or set aside for eventual payment)
any and all taxes imposed on the Trust


 



    -84-


     


    

 


or the Trust Fund by federal or state governmental authorities; provided, that, if
such taxes are the result of the Depositor’s, Servicer’s, Special Servicer’s, the Certificate Administrator’s
or Trustee’s, as applicable, negligence, bad faith or willful misconduct in performing its obligations hereunder, such amounts
may not be withdrawn from the Collection Account, but will be paid by such party that was negligent, acted in bad faith or engaged
in willful misconduct pursuant to Sections 6.7 and 8.12, as applicable.


 


The remittance set forth in clauses
(v), (vi) and (vii) above shall be made by the Servicer as a single remittance.


 


Notwithstanding the foregoing,
with respect to any Remittance Date, in no event will the Servicer be permitted to make a withdrawal pursuant to clauses (ii),
(iii)(b), (iv), (ix) or (xi) to the extent that, as a result of such withdrawal, the amount on deposit
in the Collection Account after giving effect to the withdrawal would be less than the amount of the Required Advance Amount; provided
that the Servicer shall be permitted to make withdrawals in the order of priority specified above up to the amount on deposit in
the Collection Account up to an amount that would result in funds equaling or exceeding the Required Advance Amount remaining in
the Collection Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously
eligible for withdrawal pursuant to clauses (ii), (iii)(b), (iv), (ix) or (xi) but
which remain unpaid due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation
of the Trust Loan or the Property, (2) the final payment of the Trust Loan and release of the Mortgage or (3) the determination
that any Advance that would increase the currently unreimbursed Advances in the aggregate would be a Nonrecoverable Advance. The
Servicer shall advance, to the extent it determines that such amounts are recoverable, all amounts owed to itself (other than Servicing
Fees), CREFC®, the Special Servicer, the Certificate Administrator and Trustee pursuant to such clauses (ii),
(iii)(b), (iv) (to the extent reimbursements of such amounts are owed to the Trustee or the Certificate Administrator),
(ix) or (xi) (other than unreimbursed Property Protection Advances and Monthly Payment Advances made by the Servicer,
which shall continue to remain outstanding) (such advances, “Administrative Advances”). All Administrative Advances
shall accrue interest in accordance with Section 3.23. Notwithstanding any provision herein, the Servicer shall not
be obligated to make any Administrative Advance that it determines, together with interest thereon, will constitute a Nonrecoverable
Advance if made.


 


The Servicer shall pay to the
Certificate Administrator (on behalf of itself and the Trust) and advance or pay to the Special Servicer, if applicable, from the
Collection Account as provided above amounts permitted to be paid to the Special Servicer, the Certificate Administrator and the
Trustee, as applicable, therefrom, promptly upon receipt of certificates of a Servicing Officer of the Special Servicer and a Responsible
Officer of the Certificate Administrator and the Trustee, as applicable, describing the item and amount to which the Special Servicer
and the Trustee, respectively, are entitled; provided, however, the Servicer shall pay the Certificate Administrator
Fee to the Certificate Administrator without requiring the delivery of such certificate. The Servicer may rely conclusively on
any such certificate, shall have no duty to recalculate the amounts stated therein and shall have no liability if the amount paid
in reliance thereon is an amount to which the Special Servicer, the Certificate Administrator or the Trustee, as applicable, is
not entitled.


 






    -85-


     


    




 


(d)           The
Certificate Administrator shall establish and maintain on behalf of the Trust and for the benefit of the Certificateholders and
the RR Interest Owner, a segregated non-interest bearing reserve account (which may be a subaccount of the Distribution Account)
(the “Interest Reserve Account”). The Interest Reserve Account must be an Eligible Account or a subaccount
of an Eligible Account. Funds on deposit in the Interest Reserve Account shall be uninvested. On each Distribution Date occurring
in any February and on any Distribution Date occurring in any January that occurs in a year that is not a leap year (unless,
in either case, such Distribution Date is the final Distribution Date), the Certificate Administrator shall deposit into the Interest
Reserve Account an amount equal to one day’s net interest collected on the principal balance of each Note related to the
Trust Loan as of the Loan Payment Date occurring in the calendar month preceding the calendar month in which such Distribution
Date occurs at the applicable Net Trust Loan Rate (net of the Servicing Fee, the CREFC® Intellectual Property Royalty
License Fee and the Certificate Administrator Fee payable therefrom and exclusive of Default Interest) to the extent a full Monthly
Payment or Monthly Payment Advance is made in respect thereof (all amounts so deposited in any consecutive January and February,
“Withheld Amounts”). On each Remittance Date occurring in March (or February, if the related Distribution
Date is the final Distribution Date), the Certificate Administrator shall withdraw from the Interest Reserve Account an amount
equal to the Withheld Amounts from the preceding January and February, if any, and transfer such amounts into the Distribution
Account.


 


Section 3.5.           Distribution Account. (a)  The Certificate Administrator shall establish and maintain on behalf of the
Trust and for the benefit of the Certificateholders and the RR Interest Owner a segregated non-interest bearing trust account (the
“Distribution Account”), which shall be deemed to include the Lower-Tier Distribution Account and the Upper-Tier
Distribution Account, which shall be subaccounts of the Distribution Account for the benefit of the Certificateholders and the
RR Interest Owner and the Trustee, as holder of the Uncertificated Lower-Tier Interests. The Distribution Account must be an Eligible
Account. On each Remittance Date, the Servicer shall transfer from the Collection Account to the Certificate Administrator for
deposit into the Distribution Account all Available Funds remaining on deposit therein, after giving effect to the withdrawals
made pursuant to Section 3.4(c). The Certificate Administrator shall credit the funds remitted by the Servicer from
the Collection Account to the Distribution Account. Amounts held in the Distribution Account shall be uninvested.


 


The Certificate Administrator
shall make withdrawals from the Distribution Account to make distributions to the Holders of the Certificates and the RR Interest
Owner pursuant to Section 4.1.


 


(b)           The
Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account in the following
order of priority and only for the following purposes:


 


(i)             to
make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(c) and Section 4.3 into the
Upper-Tier Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect of the Class
LT-R Interest) pursuant to Section 4.1(c);


 






    -86-


     


    




 


(ii)            to withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled
thereto; and


 


(iii)          
to clear and terminate the Lower-Tier Distribution Account pursuant to Section 9.1.


 


(c)            The Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of
priority and only for the following purposes:


 


(i)             to withdraw amounts deposited in error and to withdraw amounts due to it under Section 3.4(c), to the extent
such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(ii)            to make distributions to Holders of the Regular Certificates, the RR Interest and the Class R Certificates (in respect
of the Class UT-R Interest) on each Distribution Date pursuant to Section 4.1 or Section 9.1 as applicable;
and


 


(d)           to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 9.1.


 


Section 3.6.          
Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the
“Foreclosed Property Account”) in the name of either (a) “Wells Fargo Bank, National Association, as Special
Servicer on behalf of U.S. Bank National Association, as Trustee for the benefit of the Certificateholders of GS Mortgage Securities
Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series 2017-SLP, and the RR Interest Owner”
related to the Foreclosed Property, if any, held in the name of the Special Servicer for the benefit of the Trust on behalf of
the Certificateholders, the Companion Loan Holder and the RR Interest Owner or (b) in the name of the limited liability company
formed under Section 3.14. The Foreclosed Property Account must be an Eligible Account. The Special Servicer shall
deposit into the Foreclosed Property Account within two Business Days of receipt all funds collected and received in connection
with the operation or ownership of the Foreclosed Property. On or before the last day of each Collection Period, the Special Servicer
shall withdraw the funds in the Foreclosed Property Account, net of certain expenses and/or reserves as determined in the Special
Servicer’s reasonable discretion in accordance with Accepted Servicing Practices, and deposit them into the Collection Account
in accordance with Section 3.4(a). The Special Servicer shall notify the Trustee and the Certificate Administrator
in writing of the location and account number of the Foreclosed Property Account and shall notify the Trustee and the Certificate
Administrator in writing prior to any subsequent change thereof.


 


Section 3.7.        
Appraisal Reductions. (a)  Promptly upon the occurrence of an Appraisal Reduction Event, the Special Servicer
shall notify the Servicer, the Certificate Administrator, the Trustee and the Risk Retention Consultation Party (and so long as
no Control Termination Event is continuing, the Controlling Class Representative) (i) of the occurrence of an Appraisal Reduction
Event, (ii) (A) order and (B) use efforts consistent with Accepted Servicing Practices to obtain an Appraisal of the Property (unless
any such Appraisal of the Property were performed within nine (9) months prior to the Appraisal Reduction Event and the


 



    -87-


     


    

 


Special
Servicer is not aware of any material change in the market or condition or value of the Property since the date of such Appraisal
(in which case, such Appraisal shall be used by the Special Servicer)) and (iii) determine (no later than the first Distribution
Date on or following the receipt of such Appraisal or determination to use an existing Appraisal) (so long as such Appraisal were
received at least five (5) Business Days prior to such Distribution Date (in which case it shall determine no later than the second
Distribution Date following the receipt of such Appraisal)) on the basis of the applicable Appraisal, and receipt of information
reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession necessary to calculate the Appraisal
Reduction Amount (which information shall be delivered within two (2) Business Days after receipt of any such request) whether
there exists any Appraisal Reduction Amount and, if so, give reasonably prompt notice thereof to the Servicer, the Trustee, the
Companion Loan Holder (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer,
special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining
such Appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute
a Nonrecoverable Advance and in such case, as an expense of the Trust. Updates of Appraisals shall be obtained by the Special Servicer
and paid for by the Servicer as a Property Protection Advance (or paid for by the Trust if the Servicer determines that such Advance
would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal Reduction Event exists, and the Appraisal
Reduction Amount shall be adjusted accordingly, and, if required in accordance with any such adjustment, each Class of Certificates
or RR Interest that has been notionally reduced as a result of Appraisal Reduction Amounts shall have its related Certificate Balance
or the RR Interest Balance notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal
Reduction Amount, and there shall be a redetermination of whether a Control Termination Event or a Consultation Termination Event
is then in effect. Any such Appraisals obtained shall be delivered by the Special Servicer to the Certificate Administrator, the
Trustee, the Servicer and the Risk Retention Consultation Party, and so long as no Control Termination Event is continuing, the
Controlling Class Representative, in electronic format (which format is reasonably acceptable to the Certificate Administrator),
and the Certificate Administrator shall make such Appraisals available to Privileged Persons pursuant to Section 8.14(b).
The Certificate Administrator shall calculate the Certificate Appraisal Reduction Amount and the RR Interest Appraisal Reduction
Amount.


 


The Holders of Certificates representing
the majority of the Certificate Balance of any Class of Control Eligible Certificates whose aggregate Certificate Balance is notionally
reduced to 25% or less of the initial Certificate Balance of that Class of Certificates (such Class, an “Appraised-Out
Class”) as a result of an allocation of an Appraisal Reduction Amount in respect of such Class shall have the right to
challenge the Special Servicer’s Appraisal Reduction Amount determination and, at their sole expense, obtain a second Appraisal
of any Property if an Appraisal Reduction Event has occurred (such Holders, the “Requesting Holders”). The Requesting
Holders shall cause any such Appraisal to be prepared on an “as is” basis by an Independent Appraiser in accordance
with MAI standards, and the Appraisal shall be reasonably acceptable to the Special Servicer in accordance with Accepted Servicing
Practices. The Requesting Holders shall provide the Special Servicer with notice of their intent to challenge the Special Servicer’s
Appraisal Reduction Amount determination within 10 days of the Requesting Holders’ receipt of written notice of the determination
of such Appraisal Reduction Amount.


 






    -88-


     


    




 


Any Appraised-Out Class for which
the Requesting Holders are challenging the Servicer’s or the Special Servicer’s, as applicable, Appraisal Reduction
Amount determination shall not exercise any direction, control, consent and/or similar rights of the Controlling Class, until such
time, if any, as such class is reinstated as the Controlling Class. After the Appraised-Out Class is no longer entitled to exercise
the rights of the Controlling Class, the rights of the Controlling Class shall be exercised by the Class of Control Eligible Certificates
immediately senior to such Appraised-Out Class, if any, unless a recalculation results in the reinstatement of the Appraised-Out
Class as the Controlling Class.


 


In addition to the foregoing,
the Holders of Certificates representing the majority of the Certificate Balance of any Appraised-Out Class shall have the right,
at their sole expense, to require the Special Servicer to order an additional Appraisal of any Property if an Appraisal Reduction
Event has occurred and if an event has occurred at or with regard to any Property that would have a material effect on its appraised
value, and the Special Servicer shall use its reasonable best efforts to ensure that such Appraisal is delivered within 30 days
from receipt of such Holders’ written request and shall ensure that such Appraisal is prepared on an “as is”
basis by an Independent Appraiser in accordance with MAI standards; provided that the Special Servicer shall not be required
to obtain such Appraisal if the Special Servicer determines in accordance with Accepted Servicing Practices that no events at or
with regard to the related Property or Properties have occurred that would have a material effect on such appraised value of the
Property or Properties.


 


Upon receipt of an Appraisal
provided by, or requested by, Holders of an Appraised-Out Class pursuant to this Section and any other information reasonably requested
by the Special Servicer from the Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount, the Special
Servicer shall determine, in accordance with Accepted Servicing Practices, whether, based on its assessment of such additional
Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted, shall recalculate such Appraisal
Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class. The Special Servicer shall promptly deliver notice to the Certificate Administrator of any
such determination and recalculation in its monthly reporting, and the Certificate Administrator shall promptly post such notice
to the Certificate Administrator’s Website.


 


Appraisals that are permitted
to be presented by, or obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition
to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices
or this Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)           While
an Appraisal Reduction Amount exists, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.23(a),
and (ii) the existence thereof will be taken into account for purposes of determining the Voting Rights of certain Classes
of Certificates as provided in Section 3.7(c) or (b) if a Control Termination Event is continuing.


 






    -89-


     


    


 


(c)          
The Certificate Balance of each Class of the Sequential Pay Certificates (other than the Class A Certificates) shall
be notionally reduced (solely for purposes of determining (x) the Voting Rights of the related Classes and the Controlling Class
and (y) whether a Control Termination Event is continuing on any Distribution Date) on any Distribution Date, to the extent of
any Certificate Appraisal Reduction Amount allocated to such Class on such Distribution Date. Appraisal Reduction Amounts with
respect to the Whole Loan shall be applied, first, to the B Note, and then to the A Notes, pro rata and pari passu, in each case
based on the outstanding principal balances of the related Notes. The Certificate Appraisal Reduction Amount allocated to the Trust
Loan for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates
(other than the Class A Certificates) in the following order of priority: first, to the Class G Certificates; second,
to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth,
to the Class C Certificates; and sixth, to the Class B Certificates; (provided in each case that no Certificate
Balance in respect of any such Class may be notionally reduced below zero). In the event that the aggregate Certificate Appraisal
Reduction Amount exceeds the aggregate Certificate Balance of the Class B and Class C Certificates (such excess amount, the “Unapplied
Certificate Appraisal Reduction Amount”), such Unapplied Certificate Appraisal Reduction Amount shall not be applied
to notionally reduce the Certificate Balance of any Class A Certificate. To the extent that the Unapplied Certificate Appraisal
Reduction Amount is not allocated to the Class A Certificates, a portion of the RR Interest Appraisal Reduction Amount equal to
the Risk Retention Allocation Percentage of such Unapplied Certificate Appraisal Reduction Amount shall not be applied to notionally
reduce the RR Interest Balance of the RR Interest.


 


(d)           In
the event that a portion(s) of one or more Monthly Payment Advances with respect to the Trust Loan was reduced as a result of
an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate
amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such
amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of
the Trust Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid interest
on the Trust Loan in accordance with Section 1.3.


 


(e)          
If (i) an Appraisal Reduction Event has occurred, (ii) with respect to the Property, either (A) no Appraisals or updates
of the Appraisals have been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during
the 9-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding
the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially
adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained
or conducted for the Property or Foreclosed Property, as the case may be, within 60 days after the Appraisal Reduction Event has
occurred, then (x) until the new Appraisal is obtained for the Property, the appraised value of the Property for purposes of determining
the Appraisal Reduction Amount shall be equal to 75% of the appraised value set forth in the most recent Appraisal for the Property
or Foreclosed Property, as the case may be (the “Assumed Appraised Value”), and (y) upon receipt or performance
of the new Appraisal by the Special Servicer, the appraised value of the Property or Foreclosed Property, as the case may be, shall
be


 






    -90-


     


    

 


based on such
new Appraisal and the Appraisal Reduction Amount will be recalculated in accordance with the preceding sentence.


 


Section 3.8.     Investment of Funds in the Collection Account and The Foreclosed Property Account. (a)  The Servicer (and,
with respect to the Foreclosed Property Account, the Special Servicer) may direct any depository institution maintaining the Collection
Account, any Reserve Account (to the extent interest is not payable to the Loan Borrowers) or the Foreclosed Property Account,
respectively (each, for purposes of this Section 3.8, an “Investment Account”), to invest the funds
in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature,
unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from
such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest
funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment
which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee for
the benefit of the Certificateholders and the RR Interest Owner (in its capacity as such) or in the name of a nominee of the Trustee.
The Trustee shall have sole control (except with respect to investment direction, which shall be in the control of the Servicer
(or the Special Servicer, with respect to the Foreclosed Property Account) as an independent contractor to the Trust Fund) over
each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the
Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document
of transfer, if any, necessary to transfer title to such investment to the Trustee for the benefit of the Certificateholders and
the RR Interest Owner or its nominee. The Trustee and the Certificate Administrator shall have no responsibility or liability with
respect to the investment directions of the Servicer or the Special Servicer, as applicable, or any losses resulting therefrom,
whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, shall:


 


(i)            consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and
(2) the amount required to be withdrawn on such date; and


 


(ii)           demand payment of all amounts due thereunder promptly upon determination by the Servicer or Special Servicer, as applicable,
that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related
Investment Account.


 


(b)          
All net income and gain realized from investment of funds deposited in the Collection Account shall be for the benefit of
the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of
funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in
the Collection Account or the Foreclosed Property Account shall be


 






    -91-


     


    

 


reimbursed by
the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance
Date following the realization of such loss.


 


(c)          
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Servicer shall
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


(d)          
For the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the
Lower-Tier Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds
in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(e)          
Notwithstanding the foregoing, neither the Servicer, nor the Special Servicer shall cover any losses from the bankruptcy
or insolvency of a depository institution holding an account described in this Section 3.8, so long as (i) such
depositary institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the
time such deposit was made and such institution was not an Affiliate of the Servicer or the Special Servicer, as applicable and
(ii) such loss was incurred within 30 days after the earlier of (a) the date of such bankruptcy or insolvency or (b)
the date on which the depositary institution or trust company failed to satisfy the qualifications set forth in the definition
of Eligible Institution.


 


Section 3.9.     Payment of Taxes, Assessments, etc. The Servicer (other than with respect to the Foreclosed Property) and the Special
Servicer (with respect to the Foreclosed Property) shall maintain accurate records with respect to the Property (or the Foreclosed
Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become
a lien on the Property (or the Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect
of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time
to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay (or cause to be paid) real
estate taxes, insurance premiums and other similar items from funds in the applicable Reserve Account in accordance with the Loan
Agreement at such time as may be required by the Loan Documents. If the Loan Borrowers do not make the necessary payments and/or
a Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the
Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23,
from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become
due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if
applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance
with the terms of the Loan Agreement.


 






    -92-


     


    

 


Section 3.10.   Appointment of Special Servicer. (a) Wells Fargo Bank, National Association, is hereby appointed as the initial Special
Servicer to service the Whole Loan while a Special Servicing Loan Event has occurred and is continuing and perform the other obligations
of the Special Servicer hereunder.


 


(b)          
If there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed
and replaced pursuant to Section 7.1. The Trustee shall, promptly after receiving notice of any such removal, so notify
the Servicer, the Companion Loan Holder and, subject to Section 10.17, each Rating Agency. The appointment of any such
successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations to make Advances as set
forth herein; provided, however, the initial Special Servicer specified above shall not be liable for any actions
or any inaction of such successor Special Servicer. No termination fee shall be payable to the terminated Special Servicer. No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until the successor Special
Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing, a Companion Loan Rating Agency Confirmation
with respect to such appointment has been delivered to the Trustee and Rating Agency Confirmation with respect to such appointment
has been delivered to the Trustee. Any successor Special Servicer shall be deemed to make the representations and warranties provided
for in Section 2.5(a) mutatis mutandis as of the date of its succession. The terminated Special Servicer shall
retain all rights accruing to it under this Agreement, including the right to receive fees accrued prior to its termination and
other amounts payable to it (including indemnification payments).


 


(c)          
Upon determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give
notice thereof to the Special Servicer, the Certificate Administrator and the Trustee, and the Servicer shall use its reasonable
efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the
Mortgage File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to
the Whole Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto.
The Servicer shall use its reasonable efforts to comply with the preceding sentence within five Business Days of the date that
a Special Servicing Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the
Whole Loan until the Special Servicer has commenced the servicing of the Whole Loan, upon the occurrence and during the continuation
of a Special Servicing Loan Event, which shall occur, in the case of a Special Servicing Loan Event, upon the receipt by the Special
Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the
Loan Borrowers to continue to remit all payments in respect of the Whole Loan to the Servicer. The Servicer shall forward any notices
it would otherwise send to the Loan Borrowers under the Whole Loan to the Special Servicer who shall send such notice to the Loan
Borrowers while a Special Servicing Loan Event has occurred and is continuing.


 


(d)          
Upon determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall promptly give notice
thereof to the Servicer, the Certificate Administrator, the Trustee and the Companion Loan Holder, and upon giving such notice
such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Whole


 






    -93-


     


    

 


Loan shall terminate
and the obligations of the Servicer to service and administer the Whole Loan shall resume and the Special Servicer shall return
all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.


 


(e)          
In making a Major Decision or in servicing the Whole Loan during the continuance of a Special Servicing Loan Event, the
Servicer or the Special Servicer, as applicable, shall provide to the Custodian originals of documents entered into in connection
therewith that are required to be included within the definition of “Mortgage File” for inclusion in the Mortgage File
(to the extent such documents are in the possession of the Servicer or the Special Servicer, as applicable) and copies of any additional
related Whole Loan information, including correspondence with the Loan Borrowers, and the Special Servicer shall promptly provide
copies of all of the foregoing to the Servicer as well as copies of any related analysis or internal review prepared by or for
the benefit of the Special Servicer.


 


(f)           
During any period in which a Special Servicing Loan Event is continuing, no later than the Business Day preceding each date
on which the Servicer is required to furnish a report under Section 3.18(a) to the Certificate Administrator, the Special
Servicer shall deliver to the Servicer a written statement describing (i) the amount of all payments on account of interest
received on each Note, the amount of all payments on account of principal received on each Note, the amount of Insurance Proceeds
and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Property, and the amount
of net income or net loss, as determined from management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any rental income that does not constitute rents from real property with respect to,
the Foreclosed Property, in each case in accordance with Section 3.15 and (ii) such additional information relating
to the Whole Loan as the Servicer or the Certificate Administrator reasonably requests to enable it to perform its duties under
this Agreement.


 


(g)          
Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment
records with respect to the Whole Loan and shall provide the Special Servicer with any information reasonably required by the Special
Servicer to perform its duties under this Agreement.


 


(h)          
The Special Servicer, at the earlier of (x) within 60 days after the occurrence of a Special Servicing Loan Event and (y)
prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major
Decision) if a Special Servicing Loan Event occurs, shall prepare a report (the “Asset Status Report”) for the
Whole Loan. The Special Servicer shall promptly deliver each Asset Status Report in electronic format to the Controlling Class
Representative (but only for so long as a Consultation Termination Event has not occurred and is not continuing), the Depositor,
the Certificate Administrator, the Risk Retention Consultation Party, the Trustee, the Servicer, the Companion Loan Holder (as
and to the extent required under Section 5(d) of the Co-Lender Agreement) and, subject to Section 10.17, the Rating
Agencies; provided, however, that the Special Servicer shall not be required to deliver an Asset Status Report to
the Controlling Class Representative if they are the same entity or Affiliates of each other. Such Asset Status Report shall be
consistent with Accepted Servicing Practices and set forth the following information to the extent reasonably determinable:


 






    -94-


     


    

 


(i)            summary of the status of the Whole Loan and any negotiations with the Loan Borrowers;


 


(ii)           a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent
with Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related
guaranties or other collateral for the Whole Loan and whether outside legal counsel has been retained;


 


(iii)          the most current rent roll and income or operating statement available for the Property;


 


(iv)          the Special Servicer’s recommendations on how the Whole Loan might be returned to performing status or otherwise realized
upon;


 


(v)           the appraised value of the Property together with the Appraisal or the assumptions used in the calculation thereof;


 


(vi)          the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of an additional
Loan Event of Default;


 


(vii)         a description of any proposed actions;


 


(viii)        the alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(ix)          the
decision that the Special Servicer made or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives; and an analysis of whether
or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action,
setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation
(including the applicable discount rate used) and all related assumptions. In connection with the foregoing analysis, if the Loan
Borrowers have indicated its refusal to pay any Workout Fees, Special Servicing Fees or Liquidation Fees due to the Special Servicer,
the Special Servicer must consider the costs to the Trust and analyze as an alternative a sale of the Whole Loan or of the related
Foreclosed Property or other exercise of remedies;


 


(x)           a summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected
by the Special Servicer; and


 


(xi)          such other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 


For so long as there is no continuing
Control Termination Event, the Controlling Class Representative shall have the right to disapprove the Asset Status Report prepared
by the


 






    -95-


     


    

 


Special Servicer
within 10 Business Days after receipt of the Asset Status Report. For so long as there is no continuing Control Termination Event,
if the Controlling Class Representative does not disapprove an Asset Status Report in writing within 10 Business Days of receiving
such Asset Status Report or if the Special Servicer makes a determination, in accordance with Accepted Servicing Practices, that
the disapproval by the Controlling Class Representative (communicated to the Special Servicer within such 10 Business Day period)
is not in the best interest of all the Certificateholders, then the Special Servicer shall implement the recommended action as
outlined in such Asset Status Report. If, prior to the occurrence and continuance of a Control Termination Event, the Controlling
Class Representative disapproves such Asset Status Report within such 10 Business Day period and the Special Servicer has not
made an affirmative determination pursuant to the preceding sentence, then the Special Servicer shall revise the Asset Status
Report and deliver to the Controlling Class Representative (prior to the occurrence and continuance of a Control Termination Event),
the Certificate Administrator and, subject to Section 10.17 of this Agreement, each Rating Agency a new Asset Status
Report as soon as practicable, but in no event later than 30 days after the disapproval. Prior to the occurrence and continuance
of a Control Termination Event, the Special Servicer shall continue to revise such Asset Status Report as described above until
the Controlling Class Representative shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days
of receiving such revised Asset Status Report or until the Special Servicer makes a determination, in accordance with Accepted
Servicing Practices, that such disapproval is not in the best interests of the Certificateholders (as a collective whole as if
such Certificateholders constitute a single lender) provided that, if the Controlling Class Representative has not approved
the Asset Status Report for a period of 60 Business Days following the first submission of an Asset Status Report, the Special
Servicer may act upon the most recently submitted form of Asset Status Report, if consistent with Accepted Servicing Practices.


 


The Special Servicer will be
required to consult (on a non-binding basis) with the Risk Retention Consultation Party in connection with each Asset Status Report
and to consider alternative courses of action recommended by the Risk Retention Consultation Party in respect of such Asset Status
Report. In the event the Special Servicer receives no response from the Risk Retention Consultation Party within 10 Business Days
following the later of (i) the Risk Retention Consultation Party’s receipt of the Asset Status Report and (ii) delivery of
all such additional information reasonably requested by the Risk Retention Consultation Party related to the Asset Status Report,
the Special Servicer will not be obligated to consult with the Risk Retention Consultation Party on the Asset Status Report; provided,
however, that the failure of the Risk Retention Consultation Party to respond will not relieve the Special Servicer from consulting
with the Risk Retention Consultation Party on any future Asset Status Reports.


 


The Special Servicer will revise
the Asset Status Report as it deems necessary to take into account any input and/or comments from the Risk Retention Consultation
Party and (for so long as no Consultation Termination Event is continuing) the Controlling Class Representative, to the extent
the Special Servicer determines that the Risk Retention Consultation Party’s and/or Controlling Class Representative’s
input and/or recommendations are consistent with Accepted Servicing Practices and in the best interest of the Certificateholders,
the Companion Loan Holders and the RR Interest Owner (as a collective whole as if the Certificateholders, the Companion Loan Holders
and the RR Interest Owner constituted a single lender). Promptly upon determining whether or not to revise any Asset Status Report
to take into


 






    -96-


     


    

 


account any input
and/or comments from the Risk Retention Consultation Party or the Controlling Class Representative, the Special Servicer will
be required to deliver to the Risk Retention Consultation Party and the Controlling Class Representative the revised Asset Status
Report (until a Final Asset Status Report is issued) or notice that the Special Servicer has decided not to revise such Asset
Status Report, as applicable.


 


In connection with the approval
or consultation rights of the Controlling Class Representative and the consultation rights of the Risk Retention Consultation Party
with respect to any Asset Status Report, if the Special Servicer determines that action recommended in an Asset Status Report is
necessary to protect the Property or the interests of the Certificateholders, the Companion Loan Holder and the RR Interest Owner
from potential harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent with
Accepted Servicing Practices, the Special Servicer may take actions with respect to the Property before the expiration of the 10
Business Day period if the Special Servicer determines in accordance with Accepted Servicing Practices that failure to take such
actions before the expiration of the 10 Business Day period would materially adversely affect the interest of the Certificateholders,
the Companion Loan Holder and the RR Interest Owner, and the Special Servicer has made a reasonable effort to contact the Risk
Retention Consultation Party.


 


In connection with the approval
or consultation rights of the Controlling Class Representative with respect to any Asset Status Report, if the Special Servicer
determines that any action recommended in an Asset Status Report is necessary to protect any Property or the interests of the Certificateholders
from potential harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent with
Accepted Servicing Practices, the Special Servicer may take actions with respect to any Property before the expiration of the 10
Business Day period if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices that failure
to take such actions before the expiration of the 10 Business Day period would materially adversely affect the interest of the
Certificateholders, and the Special Servicer has made a reasonable effort to contact the Controlling Class Representative.


 


After the occurrence and during
the continuance of a Control Termination Event, the Controlling Class Representative shall have no right to consent to any Asset
Status Report under this Section 3.10. After the occurrence and during the continuance of a Control Termination Event but
prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative shall consult with the Special
Servicer (telephonically or electronically) and propose alternative courses of action and provide other feedback in respect of
any Asset Status Report. The Special Servicer shall consider such alternative courses of action, if any, and any other feedback
provided by the Controlling Class Representative in connection with the Special Servicer’s preparation of any Asset Status
Report that is provided if no Consultation Termination Event has occurred and is continuing. The Special Servicer shall revise
the Asset Status Report as it deems necessary to take into account any input and/or comments from the Controlling Class Representative,
to the extent the Special Servicer determines that the Controlling Class Representative’s input and/or recommendations are
consistent with Accepted Servicing Practices and in the best interest of the Certificateholders as a collective whole. Promptly
upon determining whether or not to revise any Asset Status Report to take into account any input and/or comments from the Controlling
Class Representative, the Special Servicer shall deliver to the Controlling Class Representative the revised Asset Status Report
(until a Final


 






    -97-


     


    

 


Asset Status
Report is issued) or notice that the Special Servicer has decided not to revise such Asset Status Report, as applicable.


 


After the occurrence of a Consultation
Termination Event, the Controlling Class Representative (other than in its capacity as a Certificateholder) shall have no right
to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports. The Special
Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with Accepted Servicing Practices
to take into account any input and/or recommendations of the Controlling Class Representative during the applicable periods described
above, but is under no obligation to follow any particular recommendation of the Controlling Class Representative. The Special
Servicer will only be obligated to consult with the Risk Retention Consultation Party with respect to any Asset Status Report as
described above


 


The Special Servicer may, from
time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such report shall
have been prepared, reviewed and not rejected pursuant to the terms of this Section. In any event, for so long as a Control Termination
Event has not occurred and is not continuing, if the Controlling Class Representative has not approved the Asset Status Report
within 60 Business Days following the first submission thereof, the Special Servicer may act upon the most recently submitted form
of Asset Status Report, if consistent with Accepted Servicing Practices.


 


The Special Servicer shall be
required to (x) deliver to the Certificate Administrator a proposed notice to the Certificateholders and the RR Interest Owner
that will include a summary of the Final Asset Status Report in an electronic format which format is reasonably acceptable to the
Certificate Administrator (which shall be a brief summary of the current status of the Property and current strategy with respect
to the Whole Loan), and the Certificate Administrator shall be required to post such notice and summary (but not such Final Asset
Status Report) on the Certificate Administrator’s Website and (y) implement the Asset Status Report in the form delivered
to the Depositor. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and,
following delivery of such modified Asset Status Report to the 17g-5 Information Provider and a summary of the same to the Certificate
Administrator, which the 17g-5 Information Provider and the Certificate Administrator, respectively shall post on their respective
websites pursuant to Section 8.14(b) or Section 10.17, as applicable, implement such report.


 


(i)            During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the
Loan Borrowers and take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent
Asset Status Report.


 


(j)           
In addition, during the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special
Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan File with respect to the Whole
Loan.


 


(k)          
Beginning in 2018, the Special Servicer shall prepare and file on a timely basis the reports of foreclosure and abandonment
of the Property required by Section 6050J of


 






    -98-


     


    

 


the Code and
the reports of discharges of indebtedness income in respect of the Trust Loan and the Companion Loan required by Section 6050P
of the Code.


 


(l)            Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the
Controlling Class Representative or the Risk Retention Consultation Party that would require or cause the Special Servicer to violate
any applicable law or provisions of the Code resulting in an Adverse REMIC Event (other than the imposition of a tax on “net
income from foreclosure property”), be inconsistent with Accepted Servicing Practices, require or cause the Special Servicer
to violate provisions of this Agreement or the Co-Lender Agreement, require or cause the Special Servicer to violate the terms
of the Whole Loan, expose any Certificateholder, Companion Loan Holder, the RR Interest Owner or any party to this Agreement or
their Affiliates, officers, directors or agents to any claim, suit or liability, or materially expand the scope of the responsibilities
of the Special Servicer or Servicer, as applicable, under this Agreement.


 


Section 3.11.   Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The Servicer, consistent
with Accepted Servicing Practices and the Loan Documents, shall use efforts consistent with the Accepted Servicing Practices to
cause to be maintained by the Loan Borrowers (or if the Loan Borrowers fail to maintain such insurance in accordance with the Loan
Agreement, the Servicer shall cause to be maintained to the extent the Trustee, as mortgagee of record, has an insurable interest)
insurance with respect to the Property of the types and in the amounts required to be maintained (to the extent such insurance
is available at commercially reasonable rates, provided, that the commercially reasonably requirement shall not apply with respect
to terrorism insurance which will be governed by the Loan Documents) by the Loan Borrowers under the Loan Documents. The cost of
any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would
be a Nonrecoverable Advance in which case it shall be paid by the Trust, and as applicable, by the Companion Loan Holder pursuant
to the Co-Lender Agreement. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the
Loan Borrowers to be in default with respect to the failure of the Loan Borrowers to obtain, all-risk casualty insurance which
does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer has determined, on an annual
basis, that such failure is an Acceptable Insurance Default. In making any determination related to an Acceptable Insurance Default,
the Special Servicer, to the extent consistent with Accepted Servicing Practices, is entitled to rely on the opinion of an insurance
consultant. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement
to the extent the Loan Borrowers would not be obligated to maintain terrorism insurance under the Loan Documents as in effect on
the date thereof.


 


(b)          The
Special Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to be maintained such insurance
(including environmental insurance) with respect to the Foreclosed Property the Loan Borrowers are required to maintain with respect
to the Property referred to in subsection (a) of this Section 3.11 or, at the Special Servicer’s
election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance
with respect to the Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall
be advanced by the Servicer as a Property Protection Advance unless such advance would be a


 






    -99-


     


    

 


Nonrecoverable
Advance. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a))
that is required to be maintained with respect to the Foreclosed Property shall only be so required to the extent such insurance
is available at commercially reasonable rates. If the Special Servicer requests the Servicer to make a Property Protection Advance
in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such
request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does
not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to
make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case,
such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee
of record having an insurable interest and the availability of such insurance at commercially reasonable rates.


 


(c)          
The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained
by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property,
as the case may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this
Section 3.11. The incremental cost of such insurance allocable to the Property or the Foreclosed Property, if not borne
by the Loan Borrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance.
If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as
applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited
therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Whole
Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing
Practices.


 


(d)          
Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect
throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy, the issuer of which
is rated no lower than the applicable Qualified Insurer Ratings, covering its directors, officers and employees, as applicable,
in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer,
as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered
persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing
the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The
amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory
power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount
of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the
Special Servicer if each were servicing and administering the Whole Loan for FNMA or FHLMC or as otherwise approved by FNMA or
FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall
obtain a comparable replacement bond or policy. Each shall use reasonable effort to cause each and every sub-servicer, if any,
to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the


 






    -100-


     


    

 


requirements
as described above. In lieu of the foregoing, but subject to this Section 3.11, the Servicer and the Special Servicer
shall be entitled to self-insure with respect to such risks so long as its (or its immediate or ultimate parent’s) long
term unsecured debt rating is rated no lower than: (a) “A-” by S&P, (b) “A3” by Moody’s, (c)
“A-” by Fitch, (d) “A(low)” by DBRS, (e) “A-:VIII” by A.M. Best or (f) the equivalent by KBRA.


 


(e)          
No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish
or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate
Administrator shall be entitled to request, upon receipt of a written request from any Certificateholder or RR Interest Owner,
and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator, a certificate
of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator
will make any such certificate of insurance available to the requesting Certificateholder or RR Interest Owner on a confidential
basis.


 


Section 3.12.   Procedures with Respect to the Trust Loan; Realization upon the Property. (a)  Upon the occurrence of a
Loan Event of Default, the Special Servicer on behalf of the Trust, subject to the terms of the Loan Documents and consistent with
Accepted Servicing Practices, shall promptly pursue the remedies set forth therein, including foreclosure or other realization
on the Property and the other collateral for the Trust Loan. In connection with any foreclosure, enforcement of the Loan Documents
or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs
and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted
Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(b)          
Such proposed acceleration of the Trust Loan and/or foreclosure on the Property shall be taken unless the Special Servicer
waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the Loan Event of Default), which the Special Servicer
may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not result in an Adverse
REMIC Event (other than the imposition of a tax on “net income from foreclosure property” under Section 860G(c)) of
the Code.


 


(c)          
In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the
Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not
be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds
to restore the Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the
related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds
to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s
obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Loan
Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay
the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer


 






    -101-


     


    

 


determines, in
accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(d)          
Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the
Companion Loan Holder and thereby be the beneficial owner of the Property, or take any other action with respect to such item that
would cause the Trustee, on behalf of the Trust Fund and the Companion Loan Holder, to be considered to hold title to, to be a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the
meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the
expense of the Trust Fund by an independent person or entity who regularly conducts site assessments for purchasers of comparable
properties (a copy of such report to be provided to the Companion Loan Holder, the Trustee and the Certificate Administrator by
the Special Servicer), that (i) the Property is in compliance with applicable environmental laws or that taking the remedial
actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a present value basis than not
taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances
or petroleum-based materials that require investigation or remediation, or that if such circumstances exist taking such remedial
actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special
Servicer shall deliver a copy of any such report to the Rating Agencies, subject to Section 10.17.


 


If the Special Servicer has so
determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest
of the Certificateholders, the Companion Loan Holder and the RR Interest Owner (as a collective whole as if the Certificateholders,
the Companion Loan Holder and the RR Interest Owner constituted a single lender taking into account that the B Note is junior to
the A Notes) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions
described in the immediately preceding paragraph, then subject to the rights of (i) the Controlling Class Representative to consent
to and (ii) the Controlling Class Representative and the Risk Retention Consultation Party to consult in respect of such action,
the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust
to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall
be paid by the Servicer as a Property Protection Advance unless the Servicer determines that such Property Protection Advance would
constitute a Nonrecoverable Advance) to the effect that such acquisition will not result in an Adverse REMIC Event (other than
the imposition of a tax on “net income from foreclosure property” under Section 860G(c) of the Code).


 


The Special Servicer shall direct
the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property
Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute
a Nonrecoverable Advance.


 


(e)          
The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person
who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in
a manner consistent


 






    -102-


     


    

 


with Accepted
Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall
be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance.


 


(f)           
Notwithstanding any acquisition of title to the Property following a Loan Event of Default under the Whole Loan and cancellation
of the Whole Loan, the Trust Loan and the Companion Loan, the Trust Loan and the Companion Loan shall be deemed to remain outstanding
and, in the case of the Trust Loan, held in the Trust Fund for purposes of the application of collections and shall be reduced
only by collections net of expenses. For purposes of all calculations hereunder, so long as the Trust Loan and any Companion Loan
shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and any Companion
Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and any Companion Loan immediately
prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b) and the Co-Lender
Agreement.


 


(g)          
Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of
the Trust Fund any personal property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


 


(i)            such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or


 


(ii)           the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property
Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance
in which case it shall be treated as a trust fund expense) to the effect that the holding of such personal property by the Trust
Fund will not result in an Adverse REMIC Event at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding
(and such Opinion of Counsel may be premised on the designation hereby of any such personal property as being deemed part of an
“outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h) with the owner of such personal
property for federal income tax purposes to be designated at such time)).


 


Section 3.13.   Custodian to Cooperate; Release of Items in the Mortgage File. From time to time and as appropriate for the servicing
of the Whole Loan or Foreclosure of or realization on the Property, the Custodian shall, upon receipt of written request of a Servicing
Officer of the Servicer or the Special Servicer and delivery to the Custodian of a receipt for release in the form of Exhibit B
hereto, release or cause to be released any items from the Mortgage File to the Servicer or the Special Servicer, as the case may
be, within the lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of its receipt of the related receipt
for release. The Special Servicer shall institute all Foreclosures as an authorized delegate of the Trustee, on behalf of the Trust
Fund and the Companion Loan Holder. In the event the Special Servicer cannot institute a Foreclosure in its own name, the Special
Servicer shall notify the Trustee and the Trustee shall reasonably cooperate with the Special Servicer in connection with any prosecution
of any Foreclosure (including at the written request of a Servicing Officer of the


 






    -103-


     


    

 


Special Servicer,
execute such documents furnished to it as shall be necessary to the prosecution of any such Foreclosure). Such receipt for release
shall obligate the Servicer or the Special Servicer to (and the Servicer or Special Servicer, as applicable, shall) return such
items to the Custodian when the need therefor by the Servicer or the Special Servicer no longer exists.


 


Section 3.14.   Title and Management of Foreclosed Property. (a)  In the event that title to the Property is acquired for
the benefit of the Certificateholders, the Companion Loan Holder and the RR Interest Owner in foreclosure or by deed-in-lieu of
foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee,
or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holder or as
otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned
by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided
that such Advance would not be a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall
consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to
such Property, the expense of such consultation being treated as a Property Protection Advance. The Special Servicer, on behalf
of the Trust Fund and the Companion Loan Holder, shall dispose of the Foreclosed Property held by the Trust Fund as expeditiously
as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions,
set forth in Section 3.15 and Section 12.2. Subject to Section 12.2 and 3.14(e), the
Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holder a Successor Manager to manage, conserve,
protect and operate the Foreclosed Property for the Certificateholders, the Companion Loan Holder and the RR Interest Owner solely
for the purpose of its prompt disposition and sale in a manner which does not cause the Foreclosed Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of
such property does not result in receipt by the Trust Fund of any income from non-permitted assets as described in Section 860F(a)(2)(B)
of the Code with respect to such property. In connection with such management, the Successor Manager shall be entitled to the REO
Management Fee solely from the Foreclosed Property Account or the Collection Account.


 


(b)          
The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of the Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to the Foreclosed
Property a Foreclosed Property Account in either (A) the name of the Special Servicer on behalf of the Trust pursuant to Section 3.6
or (B) the name of a limited liability company wholly owned by the Trust and managed by the Special Servicer.


 


(c)          
The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with the Foreclosed Property for the benefit of the
Certificateholders, the Companion Loan Holder and the RR Interest Owner (as a collective whole as if the Certificateholders, the
Companion Loan Holder and the RR Interest Owner constituted a single lender taking into account that the B Note is junior to the
A Notes) on such terms as are appropriate and necessary for the efficient operation or liquidation, as applicable, of


 






    -104-


     


    

 


the Foreclosed
Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. Without limiting
the generality of the foregoing, the Special Servicer may retain an independent contractor to operate and manage the Foreclosed
Property; provided, however, the retention of an independent contractor will not relieve the Special Servicer of
its obligations hereunder with respect to the Foreclosed Property.


 


The Special Servicer shall deposit
or cause to be deposited within 2 Business Days of receipt of properly identified funds in the Foreclosed Property Account all
revenues received with respect to the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds
necessary for the proper operation, management and maintenance of the Foreclosed Property and for other expenses related to the
preservation and protection of the Foreclosed Property, including, but not limited to:


 


(i)            all insurance premiums due and payable in respect of the Foreclosed Property;


 


(ii)           all taxes, assessments, charges or other similar items in respect of the Foreclosed Property that could result or have resulted
in the imposition of a lien thereon; and


 


(iii)          all costs and expenses necessary to preserve the Foreclosed Property, including the payment of ground rent, if any.


 


To the extent that amounts on
deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above,
the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer
determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(d)          
On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date
through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer
needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed
to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property, including without
limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and
other related expenses.


 


(e)          
The Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor
Manager for the operation and management of the Foreclosed Property; provided that no such contract shall impose individual
liability on the Trustee or the Trust; provided, further, that:


 


(i)            the terms and conditions of any such contract shall not be inconsistent herewith;


 






    -105-


     


    

 


(ii)           any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the
Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and
management of the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special
Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the
Foreclosed Property Account;


 


(iii)          none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such
Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust Fund on behalf of the Certificateholders, the Companion Loan Holder and the RR Interest Owner with respect to the
operation and management of the Foreclosed Property; and


 


(iv)          any Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only
if the construction was more than 10% complete at the time default on the Whole Loan became imminent.


 


The Special Servicer shall be
entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an agreement with any Independent
Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer
by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO
Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject to reimbursement pursuant
to Section 3.4(c)(xi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce
the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holder. Expenses incurred by the Special
Servicer in connection herewith shall qualify as Property Protection Advances.


 


Section 3.15.   Sale of Foreclosed Property. (a)  The Special Servicer, on behalf of the Trust Fund, shall sell the Foreclosed
Property on a servicing released basis as expeditiously as appropriate in accordance with Accepted Servicing Practices in a manner
designed to preserve the capital of the Certificateholders, the Companion Loan Holder and the RR Interest Owner and not with a
view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this
Section 3.15 and subject to Section 12.2.


 


(b)          
Subject to the consent or consultation rights of the Controlling Class Representative or Risk Retention Consultation Party
set forth in Section 6.5, the Special Servicer may accept the highest cash offer for a Foreclosed Property received
from any Person. In no event may such offer be less than an amount at least equal to the Par Price. In the absence of any such
offer, the Special Servicer shall accept the highest cash offer, that the Special Servicer determines is a fair price based on
Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person, the Trustee shall determine
the fairness of the highest offer based upon such Appraisal or, if no Appraisal has been obtained within the last nine (9) months,
based on an Appraisal obtained by the Trustee. In addition, the Trustee may (at its


 






    -106-


     


    

 


option at the
expense of the Interested Person or as a Trust Fund Expense) designate an Independent Appraiser that is an expert in real estate
or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans secured by
properties similar to the related Foreclosed Property, and such Independent Appraiser shall be selected with reasonable care by
the Trustee for the purpose of determining whether such cash offer constitutes a fair price for the Foreclosed Property. If the
Trustee designates such an Independent Appraiser to make such determination, the Trustee shall be entitled to rely conclusively
upon such Independent Appraiser’s determination. Any such determination of a fair price of each Foreclosed Property by the
Trustee shall be binding on all parties. The reasonable costs of all such Appraisals, engineering reports, inspection reports
and broker opinions of value incurred by the Trustee or any such third party pursuant to Section 3.15(b) shall be
covered by, and shall be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by such Interested
Person, such expense shall be reimbursable as a Trust Fund Expense; provided that the Trustee shall not engage a third
party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Risk Retention Consultation
Party will be entitled to participate in, and submit a bid in connection with, any sale of the Whole Loan in accordance with this
Agreement to the same extent as any other Certificateholder or any RR Interest Owner; provided, that the Risk Retention
Consultation Party will for all purposes be considered an Interested Person. The requirements of this Agreement may result in
lower sales proceeds than would otherwise be the case. Notwithstanding the foregoing, and subject to the rights of the Controlling
Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines,
in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders,
the Companion Loan Holder and the RR Interest Owner (as a collective whole, as if such Certificateholders, the Companion Loan
Holder and the RR Interest Owner constituted a single lender taking into account that the B Note is junior to the A Notes), and
the Special Servicer may accept a lower cash offer (from any person other than an Interested Person) if it determines, in accordance
with the Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders,
the Companion Loan Holder and the RR Interest Owner (as a collective whole, as if such Certificateholders, the Companion Loan
Holder and the RR Interest Owner constituted a single lender, taking into account that the B Note is junior to the A Notes). Neither
the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Foreclosed Property.
Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any Affiliate of the foregoing shall be
entitled to participate in, and submit a bid in connection with, any sale of Foreclosed Property, to the same extent as any other
Certificateholder; provided that any such Holder of a Controlling Class Certificate and the Controlling Class Representative
shall for all purposes be considered an Interested Person.


 


(c)          
Subject to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust Fund and the
Companion Loan holder in negotiating and taking any other action necessary or appropriate in connection with the sale of the Foreclosed
Property, including the collection of all amounts payable in connection therewith. Any sale of a Foreclosed Property shall be without
recourse to the Certificate Administrator, the Trustee, the Depositor, the Servicer, the Special Servicer, the Trust Fund, the
Certificateholders, the Companion Loan Holder or the RR Interest Owner (except that any contract of sale and assignment and conveyance
documents may contain customary warranties, so long as the only recourse for


 






    -107-


     


    

 


breach thereof
is to the Trust Fund) and if consummated in accordance with the terms of this Agreement, none of the Certificate Administrator,
the Trustee, the Depositor or the Special Servicer shall have any liability to any Certificateholder or RR Interest Owner with
respect to the purchase price thereof accepted by the Special Servicer or the Trustee.


 


(d)          
The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in
connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(e)          
Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to the Trustee, the Companion
Loan Holder and the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation,
(i) the date the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the
date of disposition of the Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued
interest with respect to the Repurchase Price of the Foreclosed Property, calculated from the date of acquisition to the disposition
date, and (v) such other information as the Trustee or the Certificate Administrator may reasonably request.


 


Section 3.16.   Sale
of the Whole Loan and the Trust Loan.  (i) Promptly upon the Whole Loan becoming a Defaulted Loan, the Special Servicer
shall order (but shall not be required to have received) an Appraisal. The Servicer shall use reasonable efforts to promptly notify
in writing the Special Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (so long as
no Consultation Termination Event is continuing), the Companion Loan Holder and the Risk Retention Consultation Party of the occurrence
of such Special Servicing Loan Event. Upon delivery by the Servicer of the notice described in the preceding sentence, and subject
to the rights of the Controlling Class Representative, the Risk Retention Consultation Party, the Special Servicer may offer to
sell to any Person the Whole Loan or may offer to purchase the Whole Loan, if and when the Special Servicer determines, consistent
with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon
and such a sale would be in the best economic interests of the Certificateholders, the Companion Loan Holder and the RR Interest
Owner (as a collective whole as if the Certificateholders, the Companion Loan Holder and the RR Interest Owner constituted a single
lender, taking into account that the B Note is junior to the A Notes) on a net present value basis. The Special Servicer shall
provide the Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative (so long as no Consultation
Termination Event is continuing), Companion Loan Holder and the Risk Retention Consultation Party not less than five (5) Business
Days’ prior written notice of its intention to sell the Whole Loan, in which case the Special Servicer shall accept the
highest offer received from any Person (other than any Interested Person) for the Whole Loan in an amount at least equal to the
Par Price or, at its option, if it has received no offer at least equal to the Par Price therefor, the Special Servicer may purchase
the Whole Loan at the Par Price. Any Companion Loan is to be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.


 


(ii)           In the absence of any offer at least equal to the Par Price (or purchase by the Special Servicer at the Par Price),
the Special Servicer shall accept the highest offer


 






    -108-


     


    

 


that is determined
by the Special Servicer (or the Trustee as provided in the next sentence) to be a fair price for the Whole Loan, if the highest
offeror is a Person other than an Interested Person. If the highest bidder is an Interested Person, the Trustee shall determine
the fairness of the highest bid based upon an Appraisal (which may be an Appraisal obtained in the last nine (9) months by the
Special Servicer), and the Trustee may conclusively rely on the opinion of such Appraisals and such determination shall be binding
upon all parties; provided that no offer from an Interested Person shall constitute a fair price unless (A) it is the highest
offer received and (B) if such offer is less than the applicable Par Price, at least two other offers are received from independent
third parties. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price,
the Trustee may (at its option and at the expense of the Interested Person or as a Trust Fund Expense, as described below) designate
an Independent Appraiser that is an expert in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuing or investing in loans similar to the Whole Loan, and such Independent Appraiser shall be selected with reasonable
care by the Trustee for the purpose of determining whether such cash offer constitutes a fair price for the Whole Loan. If the
Trustee designates such an Independent Appraiser to make such determination, the Trustee shall be entitled to rely conclusively
upon such Independent Appraiser’s determination. Any such determination of a fair price of the Whole Loan by the Trustee
shall be binding on all parties. The reasonable costs of all such Appraisals, property condition assessments and broker opinions
of value incurred by the Trustee or any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable
by, the Interested Person, and if such fees or costs are not reimbursed by such Interested Person, such expense shall be reimbursable
as a Trust Fund Expense; provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee. Any Holder of a Controlling Class Certificate, the Controlling Class Representative or any
Affiliate of the foregoing will be entitled to participate in, and submit a bid in connection with, any sale of the Whole Loan
to the same extent as any other Certificateholder; provided that any such Holder of a Controlling Class Certificate and
the Controlling Class Representative shall for all purposes be considered an Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase the Whole Loan.


 


(iii)          The
Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with
Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Holders of the
Certificates, the Companion Loan Holder and the RR Interest Owner (as a collective whole, as if such Certificateholders, the
Companion Loan Holder and the RR Interest Owner constituted a single lender taking into account that the B Note is junior to
the A Note). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted
Servicing Practices, that the acceptance of such offer would be in the best interests of the Holders of the Certificates, the
Companion Loan Holder and the RR Interest Owner (as a collective whole, as if such Certificateholders, the Companion Loan
Holder and the RR Interest Owner constituted a single lender taking into account that the B Note is junior to the A Notes)
(for example, if the prospective buyer making the lower offer is more
likely to perform its obligations or the terms offered by the prospective buyer making the lower 


 






    -109-


     


    

 


offer are more favorable in other
respects), provided that the offeror is not the holder of the Controlling Class, the Special Servicer or a Person that
is an Affiliate of any of them. So long as no Consultation Termination Event is continuing, the foregoing rights of the Special
Servicer shall be subject to the rights of the Controlling Class Representative. The Special Servicer shall use reasonable efforts
to sell the Whole Loan prior to the Rated Final Distribution Date.


 


(iv)          Unless and until the Whole Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to the Whole Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions.


 


(b)          
The right of the Special Servicer to purchase or sell the Whole Loan after the occurrence of a Special Servicing Loan Event
shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Whole
Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or
effect) if the Whole Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event
has ceased pursuant to the terms of this Agreement, (ii) the Whole Loan has become subject to a fully executed agreement reflecting
the terms of the workout arrangement, or (iii) the Whole Loan has otherwise been resolved (including by a full or discounted
pay-off).


 


(c)          
Any sale of the Whole Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the
Co-Lender Agreement.


 


(d)          
Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Whole Loan pursuant to Section
3.16(a) without the written consent of the Companion Loan Holder (provided that such consent is not required from a Companion
Loan Holder if such Companion Loan Holder is the Loan Borrower or an Affiliate of the Loan Borrower) unless the Special Servicer
has delivered to the Companion Loan Holder: (a) at least 15 Business Days prior written notice of any decision to attempt
to sell the Whole Loan; (b) at least 10 days prior to the permitted sale date, a copy of each bid package (together with any
material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at
least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Property, and any documents in the Mortgage
File reasonably requested by such Companion Loan Holder that are material to the price of the Whole Loan; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Servicer or the Special Servicer in connection with the proposed sale; provided, that such Companion Loan Holder
may waive any of the delivery or timing requirements set forth in this sentence. The Companion Loan Holder will be permitted to
make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Whole Loan.


 


Section 3.17.   Servicing Compensation.  The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan and the Companion Loan payable
monthly from


 






    -110-


     


    

 


the Collection
Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled to retain as
compensation any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder, in each case, to the extent actually received
from the Loan Borrowers and permitted by, or not prohibited by, and to be allocated to such amounts by the terms of the Loan Documents
and this Agreement, other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable
to Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy
required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which
may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this
Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer
performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from
the negligence, bad faith or willful misconduct of the Servicer in performing its obligations hereunder (the “Servicer
Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall
also be entitled to retain as additional servicing compensation any late payment fees and Default Interest (including any late
payment fees and Default Interest collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special
Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application
fees, defeasance fees, consent fees, substitution fees, release fees, Modification Fees (subject to the last paragraph of this
Section 3.17) and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated
to such amounts as permitted by (or not otherwise prohibited by) the terms of the Loan Documents and this Agreement; provided,
however, that the Servicer shall not be entitled to retain any Default Interest or any late payment charges, with respect
to the Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default
or Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Whole
Loan have been paid in full and all interest on Advances has been paid in full. In addition, the Servicer shall be entitled
to retain, as additional servicing compensation, any income earned (net of losses to the extent provided in this Agreement) on
the investment of funds deposited in the Collection Account and any Reserve Account (to the extent not payable to the Loan Borrowers).


 


If a Special Servicing Loan Event
occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Trust Loan
and the Companion Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs
or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and
omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including but not
limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special
Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer
associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer
hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer
in performing its obligations hereunder (the “Special Servicer Customary Expenses”). If a Special Servicing
Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Loan Borrowers
negotiated by the


 






    -111-


     


    

 


Special Servicer,
the Special Servicer shall be entitled to receive the Workout Fee. If at any time the Whole Loan becomes a Specially Serviced
Loan, the Special Servicer shall use reasonable efforts, consistent with Accepted Servicing Practices, to collect the amount of
any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the Loan Borrowers pursuant to Section 8.17 of the
Loan Agreement, including exercising all remedies available under the Loan Agreement that would be in accordance with Accepted
Servicing Practices, specifically taking into account the costs or likelihood of success of any such collection efforts and the
Certificate Realized Loss or RR Interest Realized Loss that would be incurred by Certificateholders or the RR Interest Owner,
as applicable in connection therewith as opposed to the Certificate Realized Loss or RR Interest Realized Loss that would be incurred
as a result of not collecting such amounts from the Loan Borrowers. Notwithstanding anything herein to the contrary, with respect
to any Collection Period, the Special Servicer shall only be entitled to receive a Workout Fee or a Liquidation Fee, but not both.


 


If the Special Servicer is terminated
(other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event
is terminated, it shall retain the right to receive any and all Workout Fees on all payments of principal and interest made on
the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for
so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect
to such Workout Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to any Liquidated
Property or the liquidation of the Whole Loan or the Notes (whether through judicial foreclosure, sale, discounted payoff or other
liquidation) as to which the Special Servicer receives Liquidation Proceeds. The Special Servicing Fee and any Liquidation Fee
payable from Liquidation Proceeds (and not the Loan Borrowers) shall be payable from funds on deposit in the Collection Account
as provided in Section 3.4(c). The Special Servicer during the continuance of a Special Servicing Loan Event shall
also be entitled to retain as additional servicing compensation any late payment fees (to the extent not applied pursuant to Section 3.4(c)),
Default Interest (to the extent not applied pursuant to Section 3.4(c)), release fees, assumption fees, assumption
application fees, substitution fees, Modification Fees (subject to the last paragraph of this Section 3.17), consent
fees and similar fees and expenses and any income earned (net of losses to the extent provided in this Agreement) on the investment
of funds deposited in the Foreclosed Property Account.


 


Notwithstanding any other provision
in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense
incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such
payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Loan Borrowers (to
the extent the Loan Borrowers are required to do so under the Loan Agreement); (ii) failure of the Loan Borrowers to reimburse
for such payment constitutes a Loan Event of Default; (iii) such expense is an “unanticipated expense incurred by the
REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it
being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such
reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or
as an Advance.


 






    -112-


     


    




 





Except as otherwise expressly
provided herein (including with respect to any Excess Servicing Fees), no transfer, sale, pledge or other disposition of the Servicer’s
right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of
the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer,
sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer,
as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


Wells Fargo Bank, National Association
and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to any QIB or Institutional Accredited
Investor (other than a Benefit Plan), provided that no such transfer, sale, pledge or other assignment shall be made unless (i)
that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities
laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as
Exhibit Q-1 hereto, and (iii) the prospective transferee shall have delivered to Wells Fargo Bank, National Association
and the Depositor a certificate substantially in the form attached as Exhibit Q-2 hereto. None of the Depositor, the Trustee
or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any
other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or
assignment of an Excess Servicing Fee Right without registration or qualification. Wells Fargo Bank, National Association and each
holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing
Fee Right shall, and Wells Fargo Bank, National Association hereby agrees, and each such holder of an Excess Servicing Fee Right
by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess
Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchaser,
the Certificate Administrator, the Trustee, the Servicer and the Special Servicer against any liability that may result if such
transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities
laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph.
By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such
information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities
laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. Following
any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of Wells Fargo Bank, National Association
as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees,
the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment
of such Servicing Fees to such Servicer, in each case in accordance with payment instructions provided by such holder in writing
to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth
in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer, the Trustee


 






    -113-


     


    

 


or the Certificate Administrator
shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess
Servicing Fee Right.


 


With respect to each Collection
Period, the Special Servicer shall deliver or cause to be delivered to the Servicer on the Determination Date, and the Servicer
shall deliver, to the extent it has received, or cause to be delivered to the Certificate Administrator, without charge on the
Remittance Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates during the related Collection Period.


 


The Special Servicer and its
Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation,
in the form of commissions, brokerage fees, rebates and appraisal fees or as a result of any other fee-sharing arrangement) from
any Person (including, without limitation, the Trust, the Loan Borrowers, any manager of the Property, any guarantor or indemnitor
in respect of the Whole Loan and any purchaser of the Whole Loan or the Foreclosed Property) in connection with the disposition,
workout or foreclosure of the Whole Loan, the management or disposition of the Foreclosed Property, or the performance of any other
special servicing duties under this Agreement, other than as expressly provided in this Section 3.17; provided, however,
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


Notwithstanding anything herein
to the contrary, the Servicer and the Special Servicer shall each be entitled to 50% of any Modification Fees incurred in connection
with the extension of the Stated Maturity Date of the Trust Loan or the Companion Loan to which Special Servicer’s consent
is required pursuant to clause (vii)(c) of the definition of Special Servicing Loan Event and (ii) the Servicer
and the Special Servicer, in the absence of a Special Servicing Loan Event, shall each be entitled to 50% of any Modification Fees,
assumption fees (excluding assumption application fees) or consent fees in connection with any Major Decision for which the Special
Servicer’s consent is required.


 


Section 3.18.     Reports to the Certificate Administrator; Account Statements. (a)  The Servicer shall prepare, or
cause to be prepared, and deliver to the Certificate Administrator and the Companion Loan Holder, in an electronic format which
format is reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than
(i) 2:00 p.m. (New York time) two Business Days prior to each Distribution Date, the CREFC® Loan Periodic
Update File and (ii) 2:00 p.m. (New York time) on the Remittance Date immediately preceding each Distribution Date, the remaining
CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral Summary File,
the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and the CREFC®
NOI Adjustment Worksheet). The Certificate Administrator shall prepare the CREFC® Bond Level File.


 


The Servicer shall make the CREFC®
Reports (except the CREFC® Bond Level File, the CREFC® Collateral Summary File, the
CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis Report and
CREFC® NOI Adjustment Worksheet) available (i) prior to the securitization of the Companion Loan, to the
Companion Loan Holder on each Distribution Date; and (ii) following the securitization of the Companion Loan, to the


 






    -114-


     


    

 


master servicer
of the Other Securitization Trust no later than 2 Business Days after the Determination Date.


 


In addition, the Servicer (with
respect to non-Specially Serviced Loans) shall prepare and make available to any Privileged Person on the Servicer’s internet
website (initially, www.wellsfargo.com/com/comintro), and the Special Servicer (with respect to a Specially Serviced Loan and Foreclosed
Property) shall prepare and deliver to the Servicer (who shall promptly make available to any Privileged Person on the Servicer’s
internet website (initially, www.wellsfargo.com/com/comintro) with respect to the Property and Foreclosed Property, a CREFC®
Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet within 30 days after the Servicer’s
or Special Servicer’s, as applicable, receipt of each of the Loan Borrowers’ quarterly financials (commencing with
the quarter ending March 31, 2018) and annually within 30 days after receipt of the Loan Borrowers’ annual financials
for the year ending December 31, 2018); provided, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent not required to be provided in the then current applicable CREFC®
guidelines. Additionally, the Servicer shall deliver the CREFC® Operating Statement Analysis Report and the CREFC® NOI
Adjustment Worksheet on a monthly basis to the Certificate Administrator; provided, however, the Servicer shall have no obligation
to update such reports except as set forth in the immediately preceding paragraphs, and no analysis shall be required to the extent
such analysis or update is not required to be provided under the then current applicable CREFC® guidelines.


 


In addition, on a calendar quarterly
basis within 30 days after the Servicer’s receipt of each of the Loan Borrowers’ quarterly financial statements
(commencing with the quarter ending March 31, 2018), the Servicer shall deliver, to the extent it has received, or cause to be
delivered to the Certificate Administrator such financial statements.


 


(b)          The Servicer shall furnish to the Certificate Administrator in electronic format which format is reasonably acceptable to
the Certificate Administrator, the CREFC® Reports produced by it pursuant to this Agreement not later than the time
period specified in Section 3.18(a).


 


(c)          The
Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer
by the Loan Borrowers pursuant to the Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer,
Sponsor or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special
Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall use efforts
consistent with Accepted Servicing Practices to correct patent errors).


 


Section 3.19.     [Reserved].


 


Section 3.20.     [Reserved].


 


Section 3.21.     Access to Certain Documentation Regarding the Whole Loan and Other Information. (a) The Servicer and the Special
Servicer shall provide to the Certificate Administrator, the Controlling Class Representative (but only prior to the occurrence
and


 






    -115-


     


    

 


continuance of any Consultation Termination Event), the Trustee, the Initial Purchaser, the Depositor, any Certificateholders
or RR Interest Owner that are federally insured financial institutions, the Federal Reserve Board, the Federal Deposit Insurance
Corporation and the Office of the Comptroller of the Currency and the supervisory agents and examiners of such boards and such
corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or RR Interest Owner
is subject, access to the documentation regarding the Whole Loan required by applicable regulations of the Federal Reserve Board,
Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency or any such governmental or regulatory body, such
access being afforded without charge but only upon reasonable request and during normal business hours at the offices of the Servicer
or Special Servicer.


 


(b)           The Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available
to Bloomberg Financial Markets, L.P., Trepp, LLC, CMBS.com, Inc., Intex Solutions, Inc., Moody’s Analytics, Blackrock Financial
Management, Inc., Markit Group Limited and Thomson Reuters or such other vendor chosen by the Depositor that submits to the
Certificate Administrator a certification in the form of Exhibit P to this Agreement (each such entity, a “Financial
Market Publisher”), all the Distribution Date Statements, CREFC® Reports and supplemental notices delivered
or made available pursuant to Section 8.14(c) to Privileged Persons and providing such information shall not constitute
a breach of this Agreement by the Certificate Administrator.


 


If any of the parties to this
Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services such party
may have provided with respect to the Trust Loan (“Due Diligence Service Provider”), such receiving party shall
promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E
it receives directly from a Due Diligence Service Provider or from another party to this Agreement, promptly upon receipt thereof.


 


Section 3.22.     Inspections; Collection of Financial Statements. The Servicer shall inspect or cause to be inspected the Property
not less frequently than once each year commencing in 2019; provided, however, that the Servicer shall not be required
to inspect the Property if it has been inspected by the Special Servicer in the preceding 12 months. The Special Servicer shall
inspect or cause to be inspected the Property as soon as practicable following the occurrence of a Special Servicing Loan Event
and annually for so long as a Special Servicing Loan Event is continuing. The Servicer or the Special Servicer, as applicable,
shall further inspect, or cause to be inspected, the Property whenever it receives information that the Property has been damaged,
left vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner as shall
be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of this paragraph
shall be an expense of the Servicer; the cost of all additional inspections referred to in this paragraph shall be a Trust Fund
Expense and if paid by the Servicer or Special Servicer shall constitute a Property Protection Advance or an Administrative Advance.
The Servicer or Special Servicer, as the case may be, shall prepare a written report of inspection and deliver it to the






    -116-


     


    

 


Certificate
Administrator. The Certificate Administrator shall post such report on the Certificate Administrator’s Website pursuant to
Section 8.14(b).


 


The Special Servicer (when the
Trust Loan is a Specially Serviced Loan) and the Servicer (when the Trust Loan is not a Specially Serviced Loan) shall make reasonable
efforts to collect promptly and review from the Loan Borrower quarterly and annual operating statements, financial statements,
budgets and rent rolls of the Property, and the quarterly and annual financial statements of the Loan Borrower, whether or not
delivery of such items is required pursuant to the terms of the Loan Documents and any other reports or documents required to be
delivered under the terms of the Trust Loan, if delivery of such items is required pursuant to the terms of the Loan Documents.
The Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if
the Loan Borrower is not required to deliver such statements pursuant to the terms of the Loan Documents. In addition, the Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of the
Foreclosed Property and shall collect all such items promptly following their preparation. The Special Servicer shall deliver all
such items to the Servicer within five (5) Business Days of receipt, and the Servicer shall make available on its website copies
of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Special Servicer and the Depositor,
in electronic format, in each case within 30 days of its receipt thereof, but in no event, in the case of annual statements, later
than June 30 of each year commencing June 30, 2018. Upon the request of any Privileged Person (other than the NRSROs) to receive
copies of such items, the Servicer or the Special Servicer, as applicable, shall deliver electronic copies of such items to the
Certificate Administrator to be posted on the Certificate Administrator’s Website. Upon request, the Servicer or the Special
Servicer, as applicable, shall deliver copies of all the foregoing items so collected thereby to the 17g-5 Information Provider
pursuant to Section 10.17.


 


Section 3.23.     Advances. (a)  In the event that a Monthly Payment (or an Assumed Monthly Payment, as applicable) (other
than the Balloon Payment) or any portion of a Monthly Payment (or an Assumed Monthly Payment, as applicable) (other than any Balloon
Payment) on the Trust Loan has not been received by the close of the Business Day immediately prior to the Remittance Date, the
Servicer, subject to its determination that such amounts are not Nonrecoverable Advances, shall make an advance on such Remittance
Date to the Distribution Account, in an amount equal to the Monthly Payment (or an Assumed Monthly Payment, as applicable), or
any such portion of the Monthly Payment (or an Assumed Monthly Payment, as applicable) on such Trust Loan that was delinquent as
of the close of the Business Day immediately prior to such Remittance Date, in each case, net of the Servicing Fee (which will
not be paid to the Servicer until the funds in the Collection Account are available for payment of such fee); provided that
neither the Servicer nor any other party shall be entitled to interest accrued on the amount of any Monthly Payment Advance with
respect to the Loan if the related Monthly Payment (or an Assumed Monthly Payment, as applicable) in respect of the Trust Loan
is received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New York time, on such Remittance Date.
For the avoidance of doubt, in the event that the amount of interest on the Trust Loan is reduced as a result of any modification
to the Trust Loan, any future Monthly Payment Advance made with respect to such modified Trust Loan shall be in such amounts as
may be required as a result of such reduction. The Servicer shall maintain a record of each Monthly Payment Advance it has made
pursuant to this Section 3.23(a) on the Trust


 






    -117-


     


    

 


Loan and the amount allocated to the related Note on a Note-by-Note basis
and shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports in order to permit allocation
thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does not remit any amounts required
to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required to be remitted pursuant
to Section 3.5 and any required Monthly Payment Advance) to the Certificate Administrator for deposit in the Distribution
Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator interest on such amounts at the federal
funds rate for the period from and including the Remittance Date to but excluding the Distribution Date or, if earlier, the actual
remittance date.


 


Notwithstanding anything herein
to the contrary, if a Monthly Payment Advance is made with respect to the Trust Loan pursuant to the terms hereof, then that Monthly
Payment Advance, together with interest thereon, shall be reimbursed (with respect to both the related A Notes and the B Note),
pro rata and pari passu with monthly interest advances on the Companion Loan.


 


At any time that an Appraisal
Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent payments
of principal and interest on the Trust Loan shall be reduced by multiplying such amount by a fraction, the numerator of which is
the then outstanding principal balance of the Trust Loan minus the applicable Appraisal Reduction Amount (or portion thereof allocable
to the Trust Loan pursuant to the Co-Lender Agreement) and the denominator of which is the then outstanding principal balance of
the Trust Loan.


 


(b)          Subject to Section 3.23(e), the Servicer shall advance for the benefit of the Certificateholders, the Companion
Loan Holder and the RR Interest Owner, to the extent it determines that such amount is recoverable, all customary and reasonable
out-of-pocket costs and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing obligations,
including, but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration, operation
and protection of the Property which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing
Practices, are necessary to prevent an immediate or material loss to the Trust Fund’s interest in the Property, (ii) the
payment of (A) real estate taxes, assessments and governmental charges that may be levied or assessed against the Loan Borrowers
or any of its Affiliates or the Property or revenues from the Property or which become liens on such Property, (B) insurance
premiums, and (C) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable (including,
without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the Loan Borrowers that are incurred
in connection with assumption of the Whole Loan or a release of the Property from the lien of the Mortgage, (iii) any enforcement
or judicial proceedings, including foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees
and expenses and costs for third-party experts, including appraisers and environmental and engineering consultants, and (iv) the
management, operation and liquidation of the Property if such Property is acquired by the Special Servicer or its Affiliate in
the name of the Trust (collectively, “Property Protection Advances”). During the continuation of a Special Servicing
Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five Business Days’ written notice
before the date on which the Servicer is requested to make any Property Protection Advance with respect to the Whole Loan or the
Foreclosed Property;


 






    -118-


     


    

 


provided, however, that only three Business Days’ written notice shall be required in
respect of Property Protection Advances required to be made on an urgent or emergency basis (which may include, without limitation,
Property Protection Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Servicer
with such information in its possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested
Property Protection Advance would constitute a Nonrecoverable Advance. Notwithstanding anything herein to the contrary, if the
Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such request as evidence that
such advance is not a Nonrecoverable Advance. The Special Servicer will have no obligation to make any Advances.


 


(c)           To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall
be required to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and
the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this
Agreement, and shall continue to apply after any modification or amendment of the Whole Loan pursuant to Section 3.24
hereof, beyond the Stated Maturity Date of the Whole Loan if a payment default shall have occurred on such date and through any
court appointed stay period or similar payment delay resulting from any insolvency of the Loan Borrowers or related bankruptcy,
notwithstanding any other provision of this Agreement, other than the requirement of recoverability, and shall continue, subject
to the requirement of recoverability, until the earlier of (i) the payment in full of the Trust Loan and (ii) the date
on which the Property becomes liquidated.


 


(d)          Interest
on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest
equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day on which the Prime Rate
was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of days elapsed in a
month. Interest on the Advances shall compound annually.


 


(e)          Notwithstanding
any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only
to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with any previous unreimbursed
Advances and interest on all those Advances at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee
and the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the Collection Account and shall
obtain such reimbursement in accordance with Section 3.4(c). If the context requires, each reference to the reimbursement
or payment of an Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate through the date of payment or reimbursement.


 


(f)           The determination by the Servicer or the Trustee, as applicable, that it has made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate
to the Risk Retention Consultation Party, the Companion Loan Holder, the Certificate Administrator and the Trustee in electronic
format which format is reasonably acceptable to the Certificate Administrator, the Controlling Class Representative (so long as
no Consultation Termination


 






    -119-


     


    

 


Event is continuing) and the Trustee (if such determination is made by the Servicer), detailing the
reasons for such determination with supporting documents attached. Such Officer’s Certificate shall be made available to
any Privileged Person by the Certificate Administrator posting such Officer’s Certificate to the Certificate Administrator’s
Website pursuant to Section 8.14(b). The costs of any appraisals, reports or surveys and other information requested
by the Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable
from the Collection Account pursuant to Section 3.4(c), and shall constitute a Property Protection Advance, as applicable,
if paid by the Servicer or the Trustee from its funds. The Servicer’s determination of nonrecoverability in accordance with
the above provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon.
The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination
in its reasonable business judgment.


 


(g)          The Servicer and the Trustee are not obligated to advance or pay (i) the delinquent scheduled payments with respect to
any Companion Loan, (ii) any Balloon Payment with respect to the Companion Loan or the Trust Loan (but are required to
advance the Assumed Monthly Payment with respect to the Trust Loan), (iii) any Default Interest, (iv) amounts
required to cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)),
any failure of the Property to comply with any applicable law, including any environmental law, or (except in connection with
the foreclosure or other acquisition of the Property in accordance with Section 3.12 upon the occurrence of a
Mortgage Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental condition
present at the Property, (v) any losses arising with respect to defects in the title to the Property, (vi) any
costs of capital improvements to the Property other than those necessary to prevent an immediate or material loss to the
Trust’s or the Companion Loan Holder’s interest in the Property or (vii) any yield maintenance amounts or
prepayment premiums.


 


(h)          The Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination:
(a) the obligations of the Loan Borrowers under the terms of the Whole Loan as it may have been modified, (b) the Property in its
“as is” or then-current condition and occupancy, (c) future expenses and (d) the timing of recoveries, in the case
of clauses (b) through (d), each as modified by such party’s assumptions (consistent with Accepted Servicing Practices in
the case of the Servicer or in its commercially reasonable judgment in the case of the Trustee, solely in its capacity as Trustee)
regarding the possibility and effects of future adverse changes with respect to the Property.


 


Section 3.24.      Modifications of Loan Documents. (a)  The Servicer (if no Special Servicing Loan Event has occurred and
is continuing) or the Special Servicer (during a Special Servicing Loan Event) may modify, waive or amend any term of the Trust
Loan if such modification, waiver or amendment (A) is consistent with Accepted Servicing Practices and (B) does not result
in an Adverse REMIC Event (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an
Opinion of Counsel in connection with such determination) (C) . Notwithstanding anything herein to the contrary, in no event may
the Servicer or the Special Servicer permit an extension of the Stated Maturity Date beyond the date that is the earlier of (x)
five years prior to the Rated Final Distribution Date and (y) 20 years prior to the end of the current term of the earliest expiring
lease related to a Property secured by


 






    -120-


     


    

 


a ground lease, plus any ground lease extension options to the extent unilaterally exercisable
by the related Loan Borrower. In connection with (i) the release of the Property or portion thereof from the lien of the Mortgage
or (ii) the taking of the Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan
Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining portion
of the Property, for purposes of REMIC qualification of the Trust Loan, then, unless then permitted by the REMIC Provisions, such
calculation shall exclude the value of personal property and going concern value, if any.


 


(b)          All modifications, waivers or amendments of the Whole Loan shall be in writing and shall be effected in a manner consistent
with Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special
Servicer, as applicable, shall notify the Certificate Administrator, the Trustee, the Controlling Class Representative (so long
as no Consultation Termination Event is continuing), the Risk Retention Consultation Party, the Companion Loan Holder and the Depositor,
in writing, of any modification, waiver or amendment of any term of the Whole Loan and the date thereof, and shall deliver to the
Custodian, an original and, if applicable, recorded counterpart of the agreement relating to such modification, waiver or amendment
within ten (10) Business Days following the execution and, if applicable, recordation thereof with a copy to the Controlling Class
Representative prior to the occurrence and continuance of a Consultation Termination Event. If the Whole Loan is modified, the
Note Rate on each Note shall not change for purposes of distributions on the Certificates and the RR Interest. In the event the
Servicer or Special Servicer modifies the interest rate applicable to any Note, any aggregate adverse economic effect of the modification
shall be borne by the Holders of the Certificates (in reverse order of seniority), on one hand, and the RR Interest Owner, on the
other hand, in accordance with the Non-RRI Percentage and the RRI Percentage. Notwithstanding the foregoing, neither the Servicer
nor the Special Servicer shall modify the Note Rates unless the Trust Loan is in default or default is reasonably foreseeable.


 


(c)          Subject to Section 3.26, any modification of the Loan Documents that requires a Rating Agency Confirmation pursuant
to the Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency
Confirmation in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable,
first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Loan Borrowers’
expense in accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if the Loan Borrowers does not pay,
at the expense of the Trust Fund.


 


(d)          Promptly after the occurrence and during the continuance of a Special Servicing Loan Event, the Special Servicer shall request
from the Certificate Administrator the name of the current Controlling Class Representative. Upon receipt of the name of such current
Controlling Class Representative from the Certificate Administrator, the Special Servicer shall notify the Controlling Class Representative
that a Special Servicing Loan Event has occurred. The Certificate Administrator shall be responsible for providing the name of
the current Controlling Class Representative only to the extent the Controlling Class Representative has identified itself as such
to the Certificate Administrator; provided that if the Controlling Class Representative is determined pursuant to the proviso in
the definition of “Controlling Class


 






    -121-


     


    

 


Representative”, then (i) the Certificate Administrator shall determine which
Class is the Controlling Class and (ii) the Special Servicer shall request from the Certificate Administrator, and the Certificate
Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling
Class, and the Certificate Administrator shall provide (on a reasonably prompt basis) such list to the Special Servicer and the
Servicer at the expense of the Trust.


 


(e)          Subject
to Section 3.26, prior to implementing any of the following actions, the Servicer or the Special Servicer shall obtain
a Rating Agency Confirmation with respect to such action:


 


(i)           any transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest
in the Loan Borrowers to the extent the Loan Lender’s consent is required under the Loan Documents, except in each case as
expressly permitted by the Loan Documents without the Loan Lender’s consent or in connection with a pending or threatened
condemnation;


 


(ii)          any consent to incurrence of additional debt by the Loan Borrowers or mezzanine debt by a direct or indirect parent of the
Loan Borrowers, including modification of the terms of any document evidencing or securing any such additional debt and of any
intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the
terms of any such document or agreement, in each case to the extent the mortgagee’s approval is required by the Loan Documents;
and


 


(iii)         any of the actions described in clauses (v), (vi), (vii) or (ix) of the definition of “Major Decision”.


 


Notwithstanding the foregoing,
the Servicer and Special Servicer may, subject to certain conditions (but without any Rating Agency Confirmation) grant the Loan
Borrowers’ request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities, access,
parking, public improvements or another similar purpose and may consent to subordination of the Whole Loan to such easement, right-of-way
or similar agreement.


 


(f)           Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance
provisions of the Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer
has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(ii), which satisfies the requirements of the Loan Documents, in an amount sufficient to make all scheduled payments
required under the terms of the Whole Loan when due, (ii) a certificate of an Independent certified public accountant to the effect
that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on the Whole Loan in compliance with the requirements of the terms of the Loan Documents, (iii) one or more Opinions
of Counsel (at the expense of the Loan Borrowers) to the effect that the Trustee, on behalf of the Trust Fund, will have a first
priority perfected security interest in such substituted property; provided, however, that, to the extent consistent with the Loan
Documents, the Loan Borrowers shall pay


 






    -122-


     


    

 


the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent
consistent with the Loan Documents, the Loan Borrowers shall establish a single purpose entity to act as a successor Loan Borrower,
if so required by the Rating Agencies, (v) to the extent permissible under the Loan Documents, the Servicer shall use its reasonable
efforts to require the Loan Borrowers to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor Loan Borrower, and (vi) to the extent permissible under the Loan Documents, the Servicer shall obtain, at the expense
of the Loan Borrowers, Rating Agency Confirmation from each Rating Agency.


 


(g)          The Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the
Collection Account and treat any such payments as payments made on the Whole Loan in advance of its Loan Payment Date, and not
as a prepayment of the Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer permit such
amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


 


Section 3.25.     Servicer
and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof in its individual
or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Servicer,
the Special Servicer or such agent except as otherwise provided herein subject to the restrictions on voting set forth in the
definition of Certificateholder.


 


Section 3.26.     Rating Agency Confirmations.  (a)  Notwithstanding the terms of any Loan Documents, or other
provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation as
a condition precedent to such action, if the party (the “Requesting Party”) attempting to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any such Rating Agency for such Rating Agency Confirmation and,
within 10 days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating
Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing
such request nor waiving the requirement for a Rating Agency Confirmation, then such Requesting Party shall be required (without
providing notice to the Depositor) to (i) confirm that the applicable Rating Agency has received the Rating Agency Confirmation
request, and, if it has not, promptly request the related Rating Agency Confirmation again and (ii) if there is no response
to either Rating Agency Confirmation request within 5 Business Days of such confirmation or such second request (after seeking
to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request), as applicable, then (x) with
respect to any condition in the Loan Documents requiring a Rating Agency Confirmation or any other matter under this Agreement
relating to the servicing of the Whole Loan (other than as set forth in clause (y) below), the Requesting Party (or,
if the Requesting Party is the Loan Borrowers, then the Servicer or the Special Servicer, as applicable) will be required to determine,
in accordance with its duties under this Agreement and in accordance with Accepted Servicing Practices, whether or not such action
would be in the best interest of Certificateholders and the RR Interest Owner, and if the Requesting Party (or, if the Requesting
Party is the Loan Borrowers, then the Servicer or the Special Servicer, as applicable) determines that such action would be in
the best interest of the Certificateholders and the RR Interest Owner, then the requirement for a Rating Agency Confirmation will
not apply (provided, however, with respect


 






    -123-


     


    

 


to the release or substitution of any collateral relating to the Trust Loan, any Rating
Agency Confirmation requirement that the Servicer or Special Servicer would have been permitted to waive pursuant to this Agreement
will not apply without any such determination by the Requesting Party (or the Servicer or the Special Servicer, as applicable)
(it being understood that the Requesting Party (or the Servicer, or the Special Servicer, as applicable) will in any event review
the conditions required under the Loan Documents with respect to such release and confirm to its satisfaction in accordance with
the Accepted Servicing Practices that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied)),
and (y) with respect to a replacement of the Servicer or Special Servicer, such condition will not apply if such Servicer
or Special Servicer is a Qualified Servicer. For all other matters or actions (a) not specifically discussed above in clauses
(x) or (y) or (b) that are not the subject of a Rating Agency Declination, the applicable Requesting Party shall
be required to obtain a Rating Agency Confirmation from each of the Rating Agencies.


 


(b)          Any Rating Agency Confirmation requests made by the Servicer, Special Servicer, the Certificate Administrator or Trustee,
as applicable, pursuant to this Agreement, shall be made in writing (an email shall be sufficient as a writing), which writing
shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material
the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating
Agency) (including those for Companion Loan Securities) to process such request. Subject to Section 10.17, the Servicer,
the Special Servicer, Certificate Administrator or the Trustee, as applicable, shall furnish such written Rating Agency Confirmation
request to the 17g-5 Information Provider for posting to the Rating Agencies, in accordance with the delivery instructions set
forth in Section 10.5.


 


(c)           Promptly following the Special Servicer’s determination to take any action described in Section 3.26(a)
without receiving Rating Agency Confirmation, the Special Servicer shall, subject to Section 10.17, provide written
notice to the Rating Agencies.


 


(d)          Each Certificateholder and the RR Interest Owner, by its acceptance of the Certificates or RR Interest, as applicable, acknowledges
and agrees to the foregoing with respect to Rating Agency Confirmations.


 


Section 3.27.     Miscellaneous Provisions.


 


(a)           Notwithstanding the terms of the related Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement,
with respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing
and administration of the Whole Loan or the Foreclosed Property (the “Relevant Action”) requires delivery of
a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth below
in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent
to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer,
Special Servicer, Trustee or Certificate Administrator, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Companion Loan


 






    -124-


     


    

 


Securities will be subject to, will be permitted to be waived by the Servicer and
the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency
Confirmations, as set forth in this Agreement; provided, that the Servicer, Special Servicer, Trustee or Certificate Administrator,
as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more
of its counterpart (i.e., the master servicer or special servicer, as applicable), the counterpart providing or posting Rule 17g-5
information, or such other party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable
parties for the related Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by
the Loan Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion
Loan Rating Agency Confirmation at least two (2) Business Days before it is sent to the Companion Loan Rating Agency, (ii) all
materials forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s)
for the applicable Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider,
and (iii) any other materials that the Companion Loan Rating Agency may reasonably request in connection with such Companion
Loan Rating Agency Confirmation promptly following such request.


 


Section 3.28.     Companion Loan Intercreditor Matters.


 


(a)          If,
pursuant to Section 2.8, or Section 3.16 of this Agreement, the Trust Loan is, in its entirety, purchased or repurchased
from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the
rights and obligations of the holder of the Notes related to the Trust Loan under the Co-Lender Agreement. All portions of the
Mortgage File and (to the extent provided under the Loan Purchase Agreement) other documents pertaining to the Trust Loan shall
be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Trust Loan in its capacity as the holder
of the Notes related to the Trust Loan (as a result of such purchase, repurchase or substitution) and (except for the actual Notes)
on behalf of the holder of the Note that represents the Companion Loan. Thereafter, such Mortgage File shall be held by the holder
of the Trust Loan or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holder
as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such
party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement
for the Whole Loan.


 


(b)          Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement,
the Servicer or Special Servicer, as applicable, shall consult with the Companion Loan Holder with respect to any matters with
respect to the servicing of such Companion Loan to the extent required under the Co-Lender Agreement. In addition, notwithstanding
anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion
Loan Holder to the extent required under the Co-Lender Agreement.


 



    -125-


     


    

 





(c)          With respect to the Whole Loan, the Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting
forth, to the extent applicable to the Whole Loan:


 


(i)           (A) the amount of the distribution from the Collection Account allocable to principal and (B) separately identifying
the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Loan Borrower or
other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to the Whole Loan;


 


(ii)          the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest allocable
to the Whole Loan;


 


(iii)          the amount of the distribution to the Companion Loan Holder, separately identifying the non-default interest, principal
and other amounts included therein, and if the distribution to the Companion Loan Holder is less than the full amount that would
be distributable to such Companion Loan Holder if there were sufficient amounts available therefor, the amount of the shortfall
and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan;


 


(iv)         the principal balance of each of the Whole Loan and the Companion Loan after giving effect to the distribution of principal
as of the end of the related Collection Period; and


 


(v)          the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not later than each Remittance
Date, the Servicer shall make the foregoing statement available to the Companion Loan Holder by electronic means.


 


(d)          At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties
hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be
delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the
master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party
entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so
delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender
Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations
with respect to such items hereunder or under the Co-Lender Agreement.


 



    -126-


     


    




 


Article 4



PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS AND THE RETAINED INTEREST OWNER


 


Section 4.1.        Distributions. (a)  On each Distribution Date, to the extent of RR Interest Available Funds, amounts held
in the Lower-Tier Distribution Account shall be withdrawn and distributed to the Upper-Tier REMIC in respect of the LRI Uncertificated
Interest, for deposit into the Upper-Tier Distribution Account, and to the Class R Certificates in respect of the Class LT-R Interest
in accordance with Section 4.1(c) and immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall
be withdrawn from the Upper-Tier Distribution Account and distributed by the Certificate Administrator in the following amounts,
with any distributions to the RR Interest Owner RR Interest being deemed to have first been distributed in respect of the RR Interest:


 


first, to the RR Interest
Owner, in respect of interest, up to an amount equal to the RR Interest Interest Distribution Amount for such Distribution Date;


 


second, to the RR Interest
Owner, in reduction of the RR Interest Balance, up to an amount equal to the RR Interest Principal Distribution Amount for such
Distribution Date until the RR Interest Balance is reduced to zero;


 


third, to the RR Interest
Owner, up to an amount equal to the RR Interest Realized Losses previously allocated to the RR Interest and not reimbursed on prior
Distribution Dates;


 


provided, however, that to the extent any RR Interest
Available Funds remain in the Upper-Tier Distribution Account after applying amounts set forth in clauses first through
third above, and after payment in full of all unpaid expenses of the Trust, any such amounts so remaining shall be disbursed
to the Holders of the Class R Certificates (in respect of the Class UT-R Interest).


 


In no event will the RR Interest
receive distributions in reduction of its RR Interest Balance that in the aggregate exceed its Original RR Interest Balance.


 


(b)          On each Distribution Date, to the extent of Certificate Available Funds, amounts held in the Lower-Tier Distribution Account
shall be withdrawn and distributed to the Upper-Tier REMIC in respect of the Uncertificated Lower-Tier Interests (other than the
LRI Uncertificated Interest), for deposit into the Upper-Tier Distribution Account, and to the Class R Certificates in respect
of the Class LT-R Interest in accordance with Section 4.1(c) and immediately thereafter, amounts so distributed to
the Upper-Tier REMIC shall be withdrawn from the Upper-Tier Distribution Account and distributed by the Certificate Administrator
in the following amounts:


 


first, to the Class A,
Class X-A and Class X-B Certificates, on a pro rata basis (based on their respective Certificate Interest Distribution Amount),
in respect of interest, up to the Certificate Interest Distribution Amount for each such Class and such Distribution Date;


 



    -127-


     


    




 


second, to the Class A
Certificates, in reduction of the Certificate Balance of such Class, up to the Certificate Principal Distribution Amount for such
Class and such Distribution Date until the Certificate Balance of such Class is reduced to zero;


 


third, to the Class A
Certificates, up to the amount of all Applied Certificate Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


fourth, to the Class B
Certificates, in respect of interest, up to the Certificate Interest Distribution Amount for such Class and such Distribution Date;


 


fifth, to the Class B
Certificates, in reduction of the Certificate Balance of such Class, up to the Certificate Principal Distribution Amount for such
Class and such Distribution Date to the extent of the Certificate Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


sixth, to the Class B
Certificates, up to the amount of all Applied Certificate Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


seventh, to the Class
C Certificates, in respect of interest, up to the Certificate Interest Distribution Amount for such Class and such Distribution
Date;


 


eighth, to the Class C
Certificates, in reduction of the Certificate Balance of such Class, up to the Certificate Principal Distribution Amount for such
Class and such Distribution Date to the extent of the Certificate Principal Distribution Amount remaining after distributions pursuant
to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


ninth, to the Class C
Certificates, up to the amount of all Applied Certificate Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


tenth, to the Class D
Certificates, in respect of interest, up to the Certificate Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh, to the Class
D Certificates, in reduction of the Certificate Balance of such Class, up to the Certificate Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Certificate Principal Distribution Amount remaining after distributions
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


twelfth, to the Class
D Certificates, up to the amount of all Applied Certificate Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


thirteenth, to the Class
E Certificates, in respect of interest, up to the Certificate Interest Distribution Amount for such Class and such Distribution
Date;


 



    -128-


     


    

 





fourteenth, to the Class
E Certificates, in reduction of the Certificate Balance of such Class, up to the Certificate Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Certificate Principal Distribution Amount remaining after distributions
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


fifteenth, to the Class
E Certificates, up to the amount of all Applied Certificate Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


sixteenth, to the Class
F Certificates, in respect of interest, up to the Certificate Interest Distribution Amount for such Class and such Distribution
Date;


 


seventeenth, to the Class
F Certificates, in reduction of the Certificate Balance of such Class, up to the Certificate Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Certificate Principal Distribution Amount remaining after distributions
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


eighteenth, to the Class
F Certificates, up to the amount of all Applied Certificate Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


nineteenth, to the Class
G Certificates, in respect of interest, up to the Certificate Interest Distribution Amount for such Class and such Distribution
Date;


 


twentieth, to the Class
G Certificates, in reduction of the Certificate Balance of such Class, up to the Certificate Principal Distribution Amount for
such Class and such Distribution Date to the extent of the Certificate Principal Distribution Amount remaining after distributions
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


twenty-first, to the Class
G Certificates, up to the amount of all Applied Certificate Realized Loss Amounts previously allocated to such Class and not reimbursed
on prior Distribution Dates;


 


twenty-second, when the
Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero and after payment in full of all Applied
Certificate Realized Loss Amounts and unpaid expenses of the Trust, to the Class R Certificates (in respect of the Class UT-R
Interest), any remaining amounts.


 


In no event will any Class of
Sequential Pay Certificates receive distributions in reduction of its Certificate Balance that in the aggregate exceed the Original
Certificate Balance of such Class.


 


(c)          On
each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive (A) distributions in respect
of principal in an amount equal to the amount of principal actually distributable to its respective Related Certificates or the
RR


 






    -129-


     


    

 


Interest, as applicable, as provided in Section 4.1(a) and (b), and (B) distributions in respect of
reimbursement of Certificate Realized Losses or RR Interest Realized Losses, as applicable, in an amount equal to the reimbursement
of Certificate Realized Losses or RR Interest Realized Losses, as applicable, actually distributable to its respective Related
Certificates or the RR Interest, as applicable, as provided in Section 4.1(a) and (b). On each Distribution
Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions in respect of interest in an amount
equal to the Certificate Interest Distribution Amount and the RR Interest Interest Distribution Amount, as applicable, plus, the
Certificate Interest Distribution Amount and Certificate Interest Shortfall in respect of the Class X-A Certificates in the case
of the Class LA Uncertificated Interest and in respect of the Class X-B Certificates in the case of the Class LB Uncertificated
Interest, to the extent actually distributable thereon as provided in Section 4.1(a) or (b), as applicable.
Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The Pass-Through Rate with respect
to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the Introductory Statement hereto.


 


Any amount that remains in the
Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and any Yield
Maintenance Premiums distributed pursuant to Section 4.3 shall be distributed to the Holders of the Class R Certificates
(in respect of the Class LT-R Interest, but only to the extent of the amount remaining in the Lower-Tier Distribution Account,
if any).


 


Distributions to the Holders
of the Class R Certificate (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to the Holders
of the Class R Certificates (in respect of the Class UT-R Interest) and to other Certificateholders and the RR Interest Owner from
the Upper-Tier Distribution Account on each Distribution Date shall be made by the Certificate Administrator (after withdrawing
any amounts deposited in the Distribution Account in error to the extent funds are available for such purpose) to each Certificateholder
of record on the related Record Date (other than as provided in Section 9.1 in respect of the final distribution) or
RR Interest Owner, by wire transfer in immediately available funds to the account of such Certificateholder or RR Interest Owner
at a bank or other entity located in the United States and having appropriate facilities therefor; provided that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register (in the case of the Certificateholders) or such address as has been provided to the
Certificate Administrator in writing (in the case of the RR Interest Owner) if wiring instructions have not been received at least
five (5) Business Days prior to the Distribution Date.


 


(d)          All
amounts distributable to a Class of Certificates pursuant to Section 4.1(b) on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions


 






    -130-


     


    

 


under Section 4.1(a) and (b) shall be made on each Distribution Date to each Certificateholder
and RR Interest Owner of record on the related Record Date by wire transfer of immediately available funds to the account of such
Certificateholder and RR Interest Owner at a bank or other entity located in the United States and having appropriate facilities
therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by
check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received
at least five (5) Business Days prior to the Distribution Date. The final distribution on each Certificate or RR Interest shall
be made in like manner, but, in the case of the Certificates, only upon presentment and surrender of such Certificate at the location
specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


(e)           The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate
Administrator that the final distribution with respect to any Class of Certificates or RR Interest is expected to be made,
mail to each Holder of such Class of Certificates or RR Interest Owner on such date a notice to the effect that:


 


(i)            the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates or RR Interest shall be made on such Distribution Date, but in the case of such
Certificates, only upon presentation and surrender of such Certificates at the office of the Certificate Administrator therein
specified; and


 


(ii)           if such final distribution is made on such Distribution Date, no interest shall accrue or be payable on such Certificate
or RR Interest from and after the Interest Accrual Period related to such Distribution Date.


 


(f)           Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the
failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section shall
not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to
receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall
have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps
to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of
holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such amounts shall be
held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year period following such
second notice, notwithstanding any termination of the Trust Fund. If within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable to the Holders
thereof for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and
the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund, at which
time such amounts, subject to applicable law, shall be distributed to the Depositor. No interest shall accrue


 






    -131-


     


    

 


or be payable to
any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.1(e). Any such
amounts transferred to the Certificate Administrator will remain uninvested. In the event the Certificate Administrator is permitted
or required to invest any amounts in Permitted Investments under this Agreement in the event of its assumption of the duties of,
or becoming the successor to, the Servicer or the Special Servicer, as applicable, in accordance with the terms of this Agreement,
it shall invest such amounts in Permitted Investments under clause (i) of the definition of Permitted Investments.


 


(g)          Subject
to the following sentence, the Certificate Administrator shall be responsible for the calculations with respect to distributions
from the Trust so long as the Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator
shall have no duty to recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to
Section 3.18(a) and, in the absence of manifest error in such information, may conclusively rely upon it.


 


(h)          On each Distribution Date, Certificate Realized Losses with respect to the Trust Loan shall be allocated to and applied
as a reduction of the Certificate Balance of each Class of Sequential Pay Certificates in the following order:


 


first, to the Class G
Certificates;


 


second, to the Class F
Certificates;


 


third, to the Class E
Certificates;


 


fourth, to the Class D
Certificates;


 


fifth, to the Class C
Certificates;


 


sixth, to the Class B
Certificates; and


 


seventh, to the Class A
Certificates


 


in each case, until the Certificate Balance thereof
has been reduced to zero.


 


The Notional Amount of the Class
X-A Certificates shall be reduced by the amount of Certificate Realized Losses allocated to the Class A Certificates. The Notional
Amount of the Class X-B Certificates shall be reduced by the amount of Certificate Realized Losses allocated to the Class B Certificates.


 


On each Distribution Date, RR
Interest Realized Losses with respect to the Trust Loan shall be allocated to and applied as a reduction of the RR Interest Balance
of the RR Interest, until the RR Interest Balance of the RR Interest has been reduced to zero.


 


Section 4.2.        Withholding Tax. (a)  Notwithstanding any other provision of this Agreement, the Certificate Administrator
shall comply with all federal withholding requirements


 






    -132-


     


    

 


with respect to payments to Certificateholders and the RR Interest Owner
or payees that the Certificate Administrator reasonably believes are applicable under the Code. The consent of Certificateholders
or RR Interest Owner or payees shall not be required for any such withholding and any information that the Certificate Administrator
may need to comply with any withholding requirement shall be furnished to the Certificate Administrator. In the event the Certificate
Administrator withholds any amount from interest payments or advances thereof to any Certificateholder, RR Interest Owner or payee
pursuant to federal withholding requirements, amounts so withheld shall be treated as having been entirely distributed to such
Certificateholder, RR Interest Owner or payee, and the Certificate Administrator shall indicate the amount withheld to such Certificateholder,
RR Interest Owner or payee through a report.


 


Section 4.3.       Allocation and Distribution of Yield Maintenance Premiums. On any Distribution Date, the RRI Percentage of any Yield
Maintenance Premiums collected in respect of the Trust Loan during the related Collection Period shall be distributed by the Certificate
Administrator to the RR Interest Owner, and the Non-RRI Percentage of any Yield Maintenance Premiums shall be distributed by the
Certificate Administrator to the Holders of each Class of Certificates (excluding the Class R Certificates) in the following manner:
(1) pro rata, between (x) the Class A and Class X-A Certificates(the “YM Group A”), and (y) the group (the “YM
Group B” and collectively with the YM Group A, the “YM Groups”) of Class X-B, Class B, Class C, Class
D, Class E, Class F and Class G Certificates, based upon the aggregate amount of principal distributed to the Classes of Sequential
Pay Certificates in each YM Group on such Distribution Date that was subject to Yield Maintenance Premiums, and (2) as among the
Classes of Certificates in each YM Group, in the following manner: (A) the Certificateholders of each Class of Sequential Pay Certificates
in such YM Group shall be entitled to receive on each Distribution Date an amount of Yield Maintenance Premiums, if any, collected
in respect of the Trust Loan prepayments subject to a Yield Maintenance Premium, equal to the product of (i) a fraction whose numerator
is the amount of principal distributed to such Class on such Distribution Date and whose denominator is the total amount of principal
subject to a Yield Maintenance Premium distributed to all of the Certificates in that YM Group representing principal payments
in respect of the Trust Loan on such Distribution Date, (ii) the Base Interest Fraction for the related principal prepayment subject
to a Yield Maintenance Premium and such Class of Sequential Pay Certificates, and (iii) the Yield Maintenance Premiums, as applicable,
collected during the related Collection Period and allocated to such YM Group, and (B) any Yield Maintenance Premiums, as applicable,
allocated to such YM Group collected during the related Collection Period remaining after such distributions to the Sequential
Pay Certificates in such YM Group will be distributed to the Class X-A or Class X-B Certificates in such YM Group.


 


On each Distribution Date, the
Certificate Administrator shall apply amounts related to Yield Maintenance Premiums then on deposit in the Lower-Tier Distribution
Account and received during or prior to the related Collection Period to the Class LA Uncertificated Interest pursuant to this
Section 4.3.


 


Section 4.4.       Statements to Certificateholders and the RR Interest Owner. (a)  On each Distribution Date, based on information
provided by the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available
on the Certificate Administrator’s Website pursuant to Section 8.14(b) to any Privileged Person (and


 






    -133-


     


    

 


any Borrower
Related Party that certifies to the Certificate Administrator in the form of Exhibit K-2 that it is a Certificateholder
or Beneficial Owner of a Certificate or a RR Interest Owner), a statement, based upon the information provided to it by the Servicer
and the Special Servicer, as applicable, in respect of the distributions made on such Distribution Date (a “Distribution
Date Statement”) setting forth, among other things:


 


(i)           for
each Class of Certificates and the RR Interest (other than the Class R Certificates), (a) the amount of the distributions
made on such Distribution Date allocable to interest at the Pass-Through Rate or the RR Interest Rate, as applicable and/or the
amount allocable to principal (separately identifying the amount of any principal payments (specifying the source of such payments)),
(b) the amount of any Yield Maintenance Premiums collected on the Trust Loan and the amount thereof allocated to each Class
of Certificates and the RR Interest, and (c) the amount of interest paid on Advances from Default Interest and allocable
to such Class of Certificates and the RR Interest;


 


(ii)          if the amount of the distributions to the Holders of each Class of Certificates or the RR Interest Owner was less than the
full amount that would have been distributable to such holders if there had been sufficient Available Funds, the amount of the
shortfall allocable to such Class of Certificates or the RR Interest, stating separately the amounts allocable to interest and
principal;


 


(iii)         the amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)         (A) the Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the Class R Certificates)
after giving effect to any distribution in reduction of the Certificate Balance or Notional Amount, as applicable, on such Distribution
Date and the allocation of Certificate Realized Losses on such Distribution Date, and the amount of Certificate Realized Losses
allocated to each Class and (B) the RR Interest Balance after giving effect to any distribution in reduction of the RR Interest
Balance, on such Distribution Date and the allocation of RR Interest Realized Losses on such Distribution Date, and the amount
of RR Interest Realized Losses.


 


(v)          the principal balance of the Trust Loan and the principal balance of each Note as of the end of the Collection Period for
such Distribution Date;


 


(vi)         the
aggregate amount of unscheduled payments (and the source of such payments) made during the related Collection Period;


 


(vii)        identification of any Loan Event of Default, any Special Servicing Loan Event, any Servicer Termination Event or any Special
Servicer Termination Event that in any case has been declared as of the close of business on the second Business Day prior to the
end of the immediately preceding calendar month;


 


(viii)       the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with
respect to such Distribution Date, separately listing any Liquidation Fees or Workout Fees and any other Loan Borrowers charges
retained by the Servicer or Special Servicer and the amount of compensation paid


 






    -134-


     


    

 


to the Servicer, the Special Servicer, the Certificate
Administrator, and the Trustee, separately listing the Certificate Administrator Fee, the Special Servicing Fee, the Trustee Fee
and the CREFC® Intellectual Property Royalty License Fee paid to CREFC® with respect to such Distribution
Date;


 


(ix)          the number of days a Loan Borrower is delinquent in the event that a Loan Borrower is delinquent at least 30 days and
the date upon which any foreclosure proceedings have been commenced;


 


(x)           if the Property, had as of the close of business on the Loan Payment Date immediately preceding such Distribution Date,
become a Foreclosed Property;


 


(xi)          information with respect to any declared bankruptcy of the Loan Borrowers;


 


(xii)         as to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of
such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection
Period;


 


(xiii)        a
list of conveyances or transfers of the Property by the Loan Borrowers;


 


(xiv)        the
aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)         the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer;


 


(xvi)        a report identifying any Appraisal Reduction Amount;


 


(xvii)       an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


 


(xviii)      the amount of Default Interest, if any, and late payment charges, if any, paid by the Loan Borrowers during the related
Collection Period;


 


(xix)        the original rating of each Class of Certificates and the current rating of each Class of Certificates;


 


(xx)         the aggregate amount of Loan Borrowers’ Reimbursable Trust Fund Expenses;


 


(xxi)        the identity of the current Risk Retention Consultation Party;


 


(xxii)       each Note Rate, each Net Note Rate and the RR Interest Rate for the related Interest Accrual Period;


 


(xxiii)      the current Controlling Class, if any; and


 


(xxiv)      the identity of the current Controlling Class Representative.


 



    -135-


     


    




 


The Depositor, the Trustee, the
Certificate Administrator, the Servicer and the Special Servicer may agree to enhance the reporting requirements of the Distribution
Date Statement without Certificateholder’s or RR Interest Owner’s approval. Assistance in using the Certificate Administrator’s
Website can be obtained by calling the Certificate Administrator’s investor relations desk at (866) 846-4526. The Certificate
Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Certificate
Administrator’s Website only by virtue of its receipt and posting such information to the Certificate Administrator’s
Website or its filing of such information pursuant to this Agreement, including, but not limited to, filing via EDGAR, to the extent
such information was not produced by the Certificate Administrator.


 


Within a reasonable period of
time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the
calendar year was a Certificateholder or a RR Interest Owner, a statement containing the information set forth in clauses (i),
(ii) and (viii) above as to the applicable Class, aggregated for such calendar year or applicable portion of such year during which
such Person was a Certificateholder or a RR Interest Owner, together with such other information as the Certificate Administrator
deems necessary or desirable, or that a Certificateholder or Beneficial Owner of a Certificate or a RR Interest Owner reasonably
requests, to enable Certificateholders and the RR Interest Owner to prepare their tax returns for such calendar year. Such obligation
of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable information
shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


 


The Certificate Administrator
will be entitled to rely on all information provided to it by the Servicer or the Special Servicer without independent verification.
The Servicer, the Special Servicer, the Trustee and the Certificate Administrator will be entitled to rely on information supplied
by the Loan Borrowers without independent verification.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder, Beneficial Owner and RR Interest Owner
may access notices under the “Investor Notices” tab and the “Investor Notices” tab on the Certificate Administrator’s
Website, and each Certificateholder and Beneficial Owner of Certificates and the RR Interest Owner may access notice of a request
of a vote to terminate and replace the Special Servicer on the Certificate Administrator’s Website, and each Certificateholder
and Beneficial Owner of Certificates and the RR Interest Owner may register to receive email notifications when such notices are
posted on the Certificate Administrator’s Website. The Certificate Administrator will be entitled to reimbursement from the
requesting Certificateholders or RR Interest Owner for the reasonable expenses of posting notices of such requests.


 


(b)           The Certificate Administrator shall, on each Distribution Date make the Distribution Date Statement available to Privileged
Persons pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such information to
Certificateholders and the RR Interest Owner and others shall be contingent on the Certificate Administrator’s receipt of
such information from the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to
rely on such information provided to it by the Servicer or the


 






    -136-


     


    

 


Special Servicer without independent verification. To the extent
that the information required to be furnished by the Servicer is based on information required to be provided by the Loan Borrowers
or the Special Servicer, the Servicer’s obligation to furnish such information to the Certificate Administrator shall be
contingent on its receipt of such information from the Loan Borrowers or the Special Servicer, as applicable. To the extent that
information required to be furnished by the Special Servicer is based on information required to be provided by the Loan Borrowers,
the Special Servicer’s obligation to furnish such information shall be contingent upon its receipt of such information from
the Loan Borrowers. The Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely
on information supplied by the Loan Borrowers without independent verification.


 


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged Persons pursuant to Section 8.14(b)
reports or analyses of net operating income from the Property. Such net operating income reports or analyses shall be prepared
pursuant to Section 3.18 hereof by the Servicer in CREFC® format based on the quarterly, annual and
periodic statements and rent rolls with respect to the Property obtained by the Servicer from the Loan Borrowers.


 


If so authorized by the Depositor,
the Certificate Administrator may make available on the Certificate Administrator’s Website to any Privileged Person certain
other information with respect to the Whole Loan (subject to the limitations of Section 3.4(c)).


 


In addition, the Certificate
Administrator shall make available on the Certificate Administrator’s Website such information as set forth in Section 8.14(b)
herein.


 


Section 4.5.       Investor
Q&A Forum and Investor Registry. (a) The Certificate Administrator shall make available to Privileged Persons only, the
Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s
Website, where (i) Certificateholders and Beneficial Owners of Certificates and the RR Interest Owner who are Privileged Persons
may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statement, and (b) the Servicer
or Special Servicer, as applicable, relating to the reports being made available pursuant to Section 8.14(b)(ii)(B)
and 8.14(b)(iii)(A), (B) and (C), the Whole Loan or the Property (collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Servicer or the Special Servicer, the Certificate Administrator shall forward the
Inquiry to the Servicer or the Special Servicer, as applicable, in each case via email within a commercially reasonable period
of time following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Servicer or the Special
Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which
reply of the Servicer or the Special Servicer shall be by email to the Certificate Administrator. The Certificate Administrator
shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, Servicer
or Special Servicer determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above,
(ii) answering any Inquiry would not be in the best interests of the Trust Fund and/or the Certificateholders and the RR
Interest Owner, (iii) answering any Inquiry would be in violation of applicable law, the Loan Documents or this


 






    -137-


     


    

 


Agreement, (iv) answering any Inquiry would,
or is, reasonably expected to result in a waiver of attorney client privilege or the disclosure of attorney client work-product;
(v) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to,
the Certificate Administrator, Servicer or Special Servicer, as applicable, (vi) answering any Inquiry would violate the applicable
confidentiality provisions or (vii) answering any Inquiry is otherwise, for any reason, not advisable to answer, it shall
not be required to answer such Inquiry and, in the case of the Servicer or Special Servicer, shall promptly notify the Certificate
Administrator. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will
not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall
include the following statement: “Because the Trust and Servicing Agreement provides that the Certificate Administrator,
Servicer or Special Servicer shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any
Inquiry is not of a type described in the Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the best
interests of the Trust and/or the Certificateholders and the RR Interest Owner, (iii) answering any Inquiry would be in violation
of applicable law or the Loan Documents, (iv) answering any Inquiry would, or is, reasonably expected to result in a waiver
of attorney client privilege or the disclosure of attorney client work-product, (v) answering any Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, Servicer or Special
Servicer, as applicable, (vi) answering any Inquiry would violate the applicable confidentiality provisions or (vii) answering
any Inquiry is otherwise, for any reason, not advisable to answer, no inference should be drawn from the fact that the Certificate
Administrator, Servicer or Special Servicer has declined to answer the Inquiry.” No party may post or otherwise disclose
information known to such party to be Privileged Information; provided that the Certificate Administrator shall have no
obligation to review any inquiry or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry
or answer contains any such direct communication with the Controlling Class Representative or the Risk Retention Consultation Party,
or otherwise to consult with the party from whom such inquiry or answer is received to confirm the same, and the Certificate Administrator
shall have no liability in connection with its posting to the Investor Q&A Forum of any inquiry or answer containing such direct
communication. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed
to be answers from any of the Depositor, the Initial Purchaser or the Certificate Administrator (as applicable) or any of their
respective Affiliates. None of the Initial Purchaser, Depositor, or any of their respective Affiliates will certify to any of the
information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of
any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website
any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial
in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the
Certificate Administrator’s Website. In addition to the Certificate Administrator’s receipt of the Investor Certification
to confirm that such Person is a Privileged Person, the Certificate Administrator may require acceptance of an additional waiver
and disclaimer for access to the Investor Q&A Forum. No party to this Agreement shall be permitted to disclose Privileged Information
in the Investor Q&A Forum.


 


(b)           The Certificate Administrator shall make available to any Certificateholder and, any Beneficial Owner and the RR Interest
Owner, the Investor Registry.


 






    -138-


     


    

 


The “Investor Registry” shall be a voluntary service via the Certificate Administrator’s
Website, where Certificateholders, the Beneficial Owners and the RR Interest Owner can register and thereafter obtain information
with respect to any other Certificateholder or Beneficial Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Beneficial Owner or the RR Interest Owner and (b) it grants
authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for
at least forty-five (45) days from the date of such certification to other registered Certificateholders and registered Beneficial
Owners and such other certifications as the Certificate Administrator may require. Such Person shall then be asked to provide certain
mandatory fields such as the individual’s name, the company name and email address, as well as certain optional fields such
as address, phone, and Class(es) of Certificates or RR Interest owned. If any Certificateholder, Beneficial Owner or RR Interest
Owner notifies the Certificate Administrator in writing that it wishes to be removed from the Investor Registry (which notice may
not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. In addition to the Certificate Administrator’s
receipt of the Investor Certification to confirm that such Person is a Privileged Person, the Certificate Administrator may require
acceptance of a waiver and disclaimer for access to the Investor Registry.


 


Article 5



THE CERTIFICATES


 


Section 5.1.        The Certificates. (a)  The following table sets forth the designation and aggregate initial Certificate
Balance and Pass-Through Rate for each Class of Certificates.


 


	Class of Certificates	 	Initial Certificate Balance	 	Pass-Through Rate
	Class A	 	$182,358,000	 	 	Class A Pass-Through Rate
	Class X-A	 	$182,358,000	 	 	Class X-A Pass-Through Rate
	Class X-B	 	$201,563,000	 	 	Class X-B Pass-Through Rate
	Class B	 	$62,443,000	 	 	Class B Pass-Through Rate
	Class C	 	$59,929,000	 	 	Class C Pass-Through Rate
	Class D	 	$79,191,000	 	 	Class D Pass-Through Rate
	Class E	 	$124,852,000	 	 	Class E Pass-Through Rate
	Class F	 	$107,977,000	 	 	Class F Pass-Through Rate
	Class G	 	$72,000,000	 	 	Class G Pass-Through Rate
	Class R	 	N/A	 	 	N/A



 


The Certificates shall be issued
in substantially the respective forms set forth as Exhibits A-1 through A-10 hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment
of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks


 






    -139-


     


    

  


of identification and such legends or endorsements placed thereon as may be required
by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution
thereof.


 


(b)          The
Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 initial Certificate
Balance and integral multiples of $1 initial Certificate Balance in excess of $100,000. The Class X-A and Class X-B Certificates
shall be issued in minimum denominations of $1,000,000 initial Notional Amount and in integral multiples of $1 initial Notional
Amount in excess of $1,000,000. The Class R Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(c)          One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.2.       Form and Registration. (a)  Each Class of the Certificates (other than the Class R Certificates) sold to
institutions that are non-“U.S. persons” in “offshore transactions”, as defined in, and in reliance on,
Regulation S shall be initially be represented by a temporary global certificate in definitive, fully registered form without
interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S
Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Certificates represented
thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the
name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of the Euroclear
System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream”).
Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the
“Restricted Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held
only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S
Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class (a “Regulation S
Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary
Regulation S Global Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream,
as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due
in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of
such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class
is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S
Global Certificate may from time to time be


 






    -140-


     


    

 


increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


On the Closing Date, the Certificate
Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the
Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for purposes
of effecting the exchanges contemplated by the preceding paragraph.


 


(b)          Certificates
of each Class offered and sold to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”)
shall be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially
in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, together
with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global Certificates”),
which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository,
and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


(c)           Certificates of each Class (other than the Class R Certificates) that are offered and sold in the United States to investors
that are Institutional Accredited Investors that are not QIBs and the Class R Certificates (the “Non-Book Entry Certificates”)
shall be delivered on the Closing Date in the form of Definitive Certificates, substantially in the applicable form set forth as
an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall
deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners.


 


(d)          Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within 90 days
of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the
rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is
necessary or appropriate for the Trustee to obtain possession of the Certificates of such Class; provided, however,
that under no circumstances will certificated Certificates be issued to beneficial owners of a Temporary Regulation S Global
Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to
any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate
of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates
of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A
Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate
Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 



    -141-


     


    

 





(e)          If
any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor
that is not a QIB, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as
that term is defined in Rule 902(k) of Regulation S) that is an Institutional Accredited Investor but not a QIB, then the transferee
shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book
Entry Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar
shall not register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this Agreement
applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a
Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule
affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a
part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such
Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


Section 5.3.        Registration of Transfer and Exchange of Certificates and RR Interest. (a)  The Certificate Administrator
shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject
to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class represented by a Temporary Regulation S
Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for
exchange and registration of transfer and (ii) transmitting to the Depositor, the Servicer and the Special Servicer any notices
from the Certificateholders.


 


(b)          Subject
to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of any
Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)           Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial
interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S
Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is
required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.7 hereof, of (1) instructions given in accordance with the
Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited,
a beneficial


 






    -142-


     


    

 


interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the
Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures
containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account
and (3) a certificate in the form of Exhibit C hereto given by the holder of such beneficial interest stating
that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates
and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce,
or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased,
the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the
Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate,
and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in
the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)          Rule 144A
Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest
in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to
transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form
of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository,
exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial
interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the Depository to be credited with such increase and (3) a
certificate in the form of Exhibit D hereto given by the holder of such beneficial interest stating (A) that
the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates
and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest
in the applicable Certificates in the form of an interest in the Regulation S Global Certificate, without any registration
of such Certificates under the Securities Act (in which case such certificate shall enclose an Opinion of Counsel to such effect
and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the
Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate equal to
the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from
the account of the


 






    -143-


     


    

  


Person making such exchange or transfer the beneficial interest in the Rule 144A
Global Certificate that is being exchanged or transferred.


 


(e)          Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate.
If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate
of the same Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate,
such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange
or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof, of
(1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as
registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial
interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions
to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect
to a transfer of an interest in the Regulation S Global Certificate, information regarding the participant account of the
Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S
Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate,
a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating that the
Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring
such interest in the Rule 144A Global Certificate is a QIB and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be
exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to
be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global Certificate
equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global
Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in
the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)           Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary
Regulation S Global Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case
may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit F hereto from the holder of a beneficial
interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests
in the Regulation S Global Certificate of the same Class.


 






    -144-


     


    

 


The Certificate Registrar shall effect such exchange by delivering
to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global
Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests
in the Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate
Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance
represented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding
increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S
Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than a Class
R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Global Certificate, such Holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.7 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such Holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit G hereto (in the event that the applicable
Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit H hereto (in the
event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit I
hereto (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar,
as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute,
authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion
retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by
the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be
credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Global Certificate
equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)          Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate wishes at any 


 






    -145-


     


    

 


time to transfer its
interest in such Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who
is required to take delivery thereof in the form of a Non-Book Entry Certificate, then the Certificate Registrar shall refuse
to register such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) an investment representation
letter from the proposed transferee substantially in the form attached as Exhibit J-1 to this Agreement and (ii)
if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that
such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed
transferee on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the
Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in
their respective capacities as such).


 


(i)           Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f) and
(h) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S
under the Securities Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(j)           Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of clause (e) above.


 


(k)          If
Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance
with the Securities Act, or if a request is made to remove such legend on Certificates, the Certificates so issued shall bear
the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act or, with respect to Non-Book Entry Certificates, that such Certificates are not
“restricted” within the meaning of Rule 144 under the Securities Act. Upon provision of such satisfactory evidence,
the Certificate Registrar shall authenticate and deliver Certificates that do not bear such legend.


 


(l)           All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)         No Class E, Class F, Class G or Class R Certificate or the RR Interest may be purchased by or transferred to any prospective
purchaser or transferee that is or will be an “employee benefit plan” within the meaning of Section 3(3) of ERISA that
is subject to the fiduciary responsibility provisions of ERISA, or any “plan” within the meaning of Section 4975(e)(1)
of the Code that is subject to Section 4975 of the Code, or any other plan or arrangement subject to any federal, state or local
law materially similar to the foregoing


 






    -146-


     


    

 


provisions of ERISA or the Code (“Similar Law”) or a Person whose assets
include the assets of any such employee benefit plan or plan within the meaning of Department of Labor Regulation Section 2510.3-101,
as modified by Section 3(42) of ERISA or otherwise (each, a “Benefit Plan”), or any person acting on behalf
of any such Benefit Plan or using the assets of a Benefit Plan to purchase such Certificate or the RR Interest, other than, in
the case of the Class E, Class F and Class G Certificates, an insurance company using assets of its general account under circumstances
whereby such purchase and the subsequent holding of such Certificates by such insurance company would be exempt from the prohibited
transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under Sections I and III of Department of Labor Prohibited
Transaction Class Exemption 95-60 (or in the case of a plan subject to Similar Law, would not result in a non-exempt violation
of Similar Law). Each prospective transferee of a Class E, Class F, Class G or Class R Certificate in definitive form (other than
the Initial Purchaser) shall deliver to the transferor, the Certificate Registrar and the Certificate Administrator a representation
letter, substantially in the form of Exhibit O, stating that the prospective transferee meets the requirements of the preceding
sentence. Each transferee of an interest in a Class E, Class F, Class G or Class R Certificate in the form of a Global Certificate
will be deemed to have represented that it meets the requirements of the second preceding sentence. No Class A, Class X-A,
Class X-B, Class B, Class C or Class D Certificates may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Benefit Plan, or any person acting on behalf of a Benefit Plan or using the assets of a Benefit Plan to purchase
such Certificate, unless (A) the purchaser is an “accredited investor” as defined in Rule 501(a)(1) of the Securities
Act and (B) the acquisition, holding and disposition of such Certificate by the purchaser will not constitute or otherwise result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or a similar non-exempt violation of Similar
Law). Any purported transfer in violation of this Section 5.3(m) shall be null and void ab initio and shall vest no
rights in any such purported purchaser or transferee.


 


(n)          Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
of a Residual Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was
a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and
as fully as possible.


 


(ii)          No
Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the transfer, 


 






    -147-


     


    

 


and such proposed
transfer shall not be effective, without such consent with respect thereto. In connection with any proposed transfer of any
Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the
proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed
transferor, an affidavit in substantially the form attached as Exhibit J-2 (a “Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and
(B) stating that (1) the proposed transferee historically has paid its debts as they have come due and intends to
do so in the future, (2) the proposed transferee understands that, as the holder of a Residual Ownership Interest, it
may incur liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to
pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will
not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Person,
(5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a
Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a
Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a
Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of
this Section 5.3(n) and (y) other than in connection with the initial issuance of a Class R Certificate, require
a statement from the proposed transferor substantially in the form attached as Exhibit J-3 (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted
Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee
Affidavit are false.


 


(iii)          Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no transfer to such proposed transferee shall be effected and such proposed transfer shall not be registered on the Certificate
Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred
a transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in
contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such transfer.
At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred to above; provided, however, such Persons shall in no
event be excused from furnishing such information.


 



    -148-


     


    


 





(iv)         The
Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 


(v)          No
Person shall be permitted to own, directly or indirectly, any interest in the RR Interest other than the Sponsor or one of its
Majority-Owned Affiliates; provided that the Sponsor or a Majority-Owned Affiliate of the Sponsor may pledge its interest
in the RR Interest to a Person that provides financing permitted under the Credit Risk Retention Rules (a “Permitted Lender”)
to the Sponsor or any Majority-Owned Affiliate of the Sponsor; provided, further, that if such financing is provided
by the Permitted Lender in a repurchase transaction, the Sponsor or a Majority-Owned Affiliate of the Sponsor may transfer its
interest in the RR Interest to the Permitted Lender so long as the Sponsor or such Majority-Owned Affiliate is obligated to repurchase
such interest in the RR Interest pursuant to the terms of the related financing documents. The Certificate Administrator shall
register a transfer of the ownership of the RR Interest on a registry of ownership maintained by the Certificate Administrator
only if the transfer of the RR Interest is in accordance with the terms of this Agreement and all of the following conditions have
been satisfied: (i) the transferee of the RR Interest (or an interest therein) has executed and delivered to the Certificate Administrator
a certification in the form of Exhibit J-4 hereto and (ii) the transferor of the RR Interest (or an interest therein) has
executed and delivered to the Certificate Administrator a certification in the form of Exhibit J-5 hereto (it being understood
that the transfer of the RR Interest by the Depositor to the Sponsor and the transfer of the RR Interest by the Sponsor to Goldman
Sachs Bank USA on the Closing Date is not required to be registered on such registry). Notwithstanding anything else in this Agreement
to the contrary, no Person shall have any rights hereunder with respect to the RR Interest unless such Person is identified as
being the RR Interest Owner on the ownership registry. The Certificate Administrator, the other parties to this Agreement and the
Certificateholders shall be entitled to treat the RR Interest Owner as the owner in fact thereof for all purposes and shall not
be bound to recognize any equitable or other claim to or interest in the RR Interest on the part of any other Person. Any transfer
of an interest in the RR Interest (including to a Majority-Owned Affiliate of the Sponsor) that is not in compliance with this
Section 5.3(n)(v) shall be null and void ab initio to the extent permitted under applicable law.


 


(o)          Each
fiduciary (the “Plan Fiduciary”) purchasing Certificates on behalf of a Benefit Plan subject to Section 406
of ERISA or Section 4975 of the Code (an “ERISA Plan”), as a condition of the ERISA Plan’s purchase of
such Certificates, (a) must be “independent” within the meaning of the Fiduciary Rule of the Transaction Parties (as
defined below) and (b) will be deemed to have represented that:


 


(1)          the
Plan Fiduciary either: (a) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”),
or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (b) is
an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or
disposing of assets of a ERISA Plan; (c) is an investment adviser registered under the Advisers Act, or, if not registered an as
investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment


 



    -149-


     


    

 


 adviser under the laws of the state in which it maintains its principal office and place of business; (d) is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended; or (e) has, and at all times that the ERISA Plan is invested in the Certificates
will have, total assets of at least U.S. $50,000,000 under its management or control (provided that this clause (e) shall not be
satisfied if the Plan Fiduciary is either (i) the owner or a relative of the owner of an investing individual retirement account
or (ii) a participant or beneficiary of the ERISA Plan investing in the Certificates in such capacity);


 


(2)          the
Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions
and investment strategies, including the acquisition of Certificates by the ERISA Plan;


 


(3)          the
Plan Fiduciary is a “fiduciary” with respect to the ERISA Plan within the meaning of Section 3(21) of ERISA, Section
4975 of the Code, or both, and is responsible for exercising independent judgment in evaluating the ERISA Plan’s acquisition
of the Certificates;


 


(4)          none
of the Issuing Entity, the Depositor, the Initial Purchaser, the Trustee, the Certificate Administrator, the Servicer, the Special
Servicer, the Loan Borrowers, any Guarantor, the Operating Lessees or any of their respective affiliated entities (the “Transaction
Parties”) has exercised any authority to cause the ERISA Plan to invest in the Certificates
or to negotiate the terms of the ERISA Plan’s investment in the Certificates;



 


(5)          neither
the ERISA Plan nor the Plan Fiduciary is paying or has paid any fee or other compensation to any of the Transaction Parties for
investment advice (as opposed to other services) in connection with the ERISA Plan’s acquisition or holding of the Certificates;
and


 


(6)          the
Plan Fiduciary has been informed by the Transaction Parties: (a) that none of the Transaction Parties is undertaking to provide
impartial investment advice or to give advice in a fiduciary capacity; and (b) of the existence and nature of the Transaction Parties
financial interests in the ERISA Plan’s acquisition of the Certificates.


 


The above representations
are intended to comply with 29 C.F.R. Sections 2510.3-21(a) and (c)(1) of the Fiduciary Rule. If these provisions are revoked,
repealed or no longer effective, these representations shall be deemed to be no longer in effect.


 


Section
5.4.     Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the
Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by
it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or


 



    -150-


     


    

 


stolen Certificate, a new Certificate of like tenor and interest in the Trust
Fund. In connection with the issuance of any new Certificate under this Section 5.4, the Certificate Registrar may
require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.4 shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.


 


Section
5.5.    Persons Deemed Owners. The Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the
Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and none of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section 5.6.     Access
to List of Certificateholders’ and the RR Interest Owner’s Names and Addresses; Special Notices. The Certificate
Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and
addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (a) requests in writing
from the Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (c) provides a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten Business Days after the receipt of such request, afford such Certificateholder access during normal business
hours to a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that
the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of
the Certificateholders hereunder, regardless of the source from which such information was derived. The Servicer, the Special
Servicer and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon
request therefor.


 


The Certificate Administrator
shall maintain a registry of ownership of the RR Interest.


 


Upon the written request
of any Certificateholder or the RR Interest Owner that (a) has provided an Investor Certification, (b) states that such Certificateholder
or the RR Interest Owner desires the Certificate Administrator to transmit a notice to all Certificateholders or the RR Interest
Owner stating that such Certificateholder or the RR Interest Owner wishes to be contacted by other Certificateholders or the RR
Interest Owner, setting forth the relevant contact information and briefly stating the reason for the requested contact (a “Special
Notice”) and (c) provides a copy of the Special Notice which such Certificateholder or the RR Interest Owner


 



    -151-


     


    

 


proposes
to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s Website pursuant
to Section 8.14(b) and shall mail such Special Notice to all Certificateholders and the RR Interest Owner at their respective
addresses appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering
any such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder or the RR Interest
Owner, by receiving and holding a Certificate or the RR Interest, agrees that neither the Certificate Administrator nor the Certificate
Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders and the RR Interest
Owner, regardless of the information set forth in such Special Notice.


 


Section
5.7.     Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to
be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this
Agreement may be served. The Certificate Registrar initially designates its office at 111 Fillmore Avenue, St. Paul,
Minnesota 55107 - Attention: Bondholder Services - GSMS 2017-SLP as its office for such purposes. The Certificate Registrar
shall give prompt written notice to the Certificateholders, the RR Interest Owner and the Loan Borrowers of any change in the
location of the Certificate Register or any such office or agency.


 


Article 6



THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER, THE CONTROLLING CLASS REPRESENTATIVE AND THE RISK RETENTION CONSULTATION PARTY


 


Section
6.1.     Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The
Depositor, the Servicer and the Special Servicer each shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement.


 


Section
6.2.     Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer
and Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of
its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


Any Person into which
the Servicer and Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which
the Servicer and Special Servicer shall be a party, or any Person succeeding to the business of the Servicer and Special Servicer,
shall be the successor of the Servicer and Special Servicer as the case may be, hereunder, and shall be deemed to have assumed
all of the liabilities and obligations of such Servicer and Special Servicer hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such
successor or surviving Person.


 






    -152-


     


    




 


Section
6.3.     Limitation on Liability of the Depositor, the Servicer, the Special Servicer and
Others. (a) Neither the Depositor, the Servicer, the Special Servicer nor any of their respective directors, officers,
members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust or the
Certificateholders, the Companion Loan Holder or the RR Interest Owner for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders,
the Companion Loan Holder or the RR Interest Owner in accordance with this Agreement or the Co-Lender Agreement, or for
errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the
Special Servicer or any such other person against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or
by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer
and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may
reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers,
members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of
the Securities Act (“Controlling Persons”), shall be indemnified by the Trust (in accordance with the
procedures set forth in Section 3.4(c)) and held harmless against any loss, liability, claim, demand or expense
incurred in connection with any legal action or other claims, losses, penalties, fines, foreclosures, judgments or
liabilities relating to this Agreement, the Co-Lender Agreement, the Whole Loan, the Property, the Certificates or the RR
Interest (except as any such loss, liability or expense shall be otherwise reimbursable and reimbursed pursuant to this
Agreement), other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence by
it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties
hereunder. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute
or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special
Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with
Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders or the RR Interest Owner hereunder. In such event, the legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor,
the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from
funds on deposit in the Collection Account.


 


(b)          The
Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee under this Agreement. The Depositor may, but shall not be obligated to, enforce the obligations of
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee under this Agreement.


 


(c)          For
the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or a party to
this Agreement is required to indemnify another party to this Agreement for costs, attorney’s fees and expenses, such costs,
fees and


 



    -153-


     


    

 


 expenses are intended to include costs, reasonable attorney’s fees and expenses relating to the enforcement of such
indemnity.


 


Section
6.4.     Termination of the Special Servicer Without Cause. (a)At any time prior to the
occurrence and continuance of any Control Termination Event the Controlling Class Representative shall be entitled to
terminate the rights (subject to Section 6.3 of this Agreement) and obligations of the Special Servicer under this
Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Servicer, the
Certificate Administrator and the Trustee. Upon a termination (pursuant to the prior sentence) or a resignation of the
Special Servicer, the Controlling Class Representative shall appoint a successor Special Servicer; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.2 of this Agreement and (ii) the Controlling
Class Representative shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a
Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer.


 


Following the occurrence
and during the continuance of a Control Termination Event, upon (i) the written direction of Holders of Sequential Pay Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of the Sequential Pay Certificates) requesting a vote to terminate and replace the Special Servicer
with a proposed successor Special Servicer (which must be a Qualified Replacement Special Servicer), (ii) payment by such Holders
to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency
Confirmation with respect to the termination of the existing Special Servicer and the replacement thereof with the proposed successor
(with the reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be
an expense of such Holders), the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
and the RR Interest Owner of such request by posting such notice on its internet website and by mailing at their addresses appearing
in the Certificate Register. Upon the written direction of (a) holders of Sequential Pay Certificates representing at least 75%
of a Quorum (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of the Sequential Pay Certificates) or (b) Holders of each Class of Non-Reduced Interests representing more than 50% of the Voting
Rights of each Class (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balance of such Class), the Trustee shall terminate all of the rights (subject to Section 6.3 of this Agreement) and obligations
of the Special Servicer under this Agreement, and the proposed successor Special Servicer (if such successor is a Qualified Replacement
Special Servicer) shall succeed to the duties of the Special Servicer all as if a removal and replacement were occurring pursuant
to Section 7.1 and Section 7.2 of this Agreement; provided that if such written direction is not provided
within 180 days of the initial request for a vote to terminate and replace the Special Servicer, then such written direction shall
have no force and effect. The provisions set forth in the foregoing sentences of this Section 6.4(a) shall be binding upon
and inure to the benefit of solely the Certificateholders and the Trustee as between each other. The Special Servicer shall not
have any cause of action based upon or arising from any breach or alleged breach of such provisions. As between the Special Servicer,
on the one hand, and the


 






    -154-


     


    

 


Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Special Servicer.


 


The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder, Beneficial Owner and the RR Interest
Owner that are Privileged Persons may access notices on the Certificate Administrator’s Website and each Certificateholder,
Beneficial Owner and the RR Interest Owner that are Privileged Persons may register to receive email notifications when such notices
are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled
to reimbursement from the requesting Certificateholders and/or RR Interest Owner for the reasonable expenses of posting such notices.


 


(b)          The
appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, that none of the Trustee, the Servicer (solely in its capacity
as Servicer), or the initial Special Servicer specified in Section 3.10(a) of this Agreement shall be liable for any actions
or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special Servicer and any costs
incurred by the Trust or the terminated Special Servicer in connection with the replacement of a Special Servicer shall be paid
by the Certificateholders or the RR Interest Owner so terminating the Special Servicer pursuant to Section 6.4(a) and shall
not in any event be an expense of the Trust Fund.


 


(c)          In
the event the Special Servicer is terminated without cause pursuant to Section 6.4, any termination fee payable to the terminated
Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection with the replacement of a
Special Servicer shall be paid by the Controlling Class Representative or Certificateholders so terminating the Special Servicer
and shall not in any event be an expense of the Trust Fund.


 


(d)          No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement and (ii) subject to Section
10.17 of this Agreement, each Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency
Confirmation with respect to such termination and appointment of a successor.


 


(e)          Any
successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.5 of this
Agreement mutatis mutandis as of the date of its succession.


 


(f)           In
the event that the Special Servicer is terminated pursuant to this Section 6.4, the Trustee shall, by notice in writing
to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the Whole Loan and the
proceeds thereof, other than any rights the Special Servicer may have hereunder as a Certificateholder and any rights or obligations
that accrued prior to the date of such termination (including without limitation the right to receive all amounts accrued or owing
to it under this Agreement, plus


 



    -155-


     


    

 


interest at the Advance Rate on such amounts until received to the extent such amounts bear interest
as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the benefits of Section
6.3 of this Agreement and the right to receive ongoing Workout Fees or Liquidation Fee in accordance with the terms hereof
and any indemnification that the Special Servicer is entitled to pursuant to the terms hereof).


 


Section
6.5.     The Controlling Class Representative and the Risk Retention Consultation Party.


 


(a)          For so long as no Control Termination Event has occurred and is continuing, the
Controlling Class Representative shall be entitled to (1) if a Special Servicing Loan Event occurs, advise the Special
Servicer and (2) if a Special Servicing Loan Event has not occurred, advise the Special Servicer as to all matters for which
the Servicer must obtain the consent or deemed consent of the Special Servicer for a Major Decision. In addition,
notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to Section 6.5(b)
and the second and third paragraphs of this Section 6.5(a), both (a) the Servicer shall not be permitted to take any
of the actions constituting a Major Decision unless it has obtained the consent of the Special Servicer, who shall have 10
Business Days (or 60 days with respect to the determination of an Acceptable Insurance Default) after the Special
Servicer’s receipt of the Servicer’s written recommendation and analysis, unless earlier objected to by the
Controlling Class Representative, to analyze and make a recommendation regarding such Major Decision (provided that if
the Special Servicer does not consent, or notify the Servicer that it will not consent, to such Major Decision within the
required 10 Business Days or 60 days, as applicable, the Special Servicer shall be deemed to have consented to such
Major Decision, unless earlier objected to by the Controlling Class Representative) and (b) for so long as no Control
Termination Event has occurred and is continuing, the Special Servicer shall not be permitted to consent to the
Servicer’s taking any of the actions constituting a Major Decision nor will the Special Servicer itself be permitted to
take any of the actions constituting a Major Decision if, in either case, the Controlling Class Representative has objected
to the action in writing within ten (10) Business Days after receipt of a written report by the Special Servicer describing
in reasonable detail (i) the background and circumstances requiring action of the Special Servicer, and (ii) the proposed
course of action recommended (the “Major Decision Reporting Package”), which the Special Servicer shall be
required to deliver to the Controlling Class Representative within five Business Days of the Special Servicer’s receipt
of notice of the recommendation and analysis from the Servicer; provided that if such written objection has not been
received by the Special Servicer within such ten (10) Business Day period, then the Controlling Class Representative will be
deemed to have approved such action; provided further, that, in the event that the Special Servicer or Servicer (in
the event the Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that
immediate action, with respect to a Major Decision, or any other matter requiring consent of the Controlling Class
Representative prior to the occurrence and continuance of a Control Termination Event in this Agreement, is necessary to
protect the interests of the Certificateholders, the Special Servicer or Servicer, as applicable, may take any such action
without waiting for the Controlling Class Representative’s (or, if applicable, the Special Servicer’s) response.
The Special Servicer is not required to obtain the consent of the Controlling Class Representative for any Major
Decision following the occurrence and during the continuance of a Control Termination Event.


 






    -156-


     


    




 


The Risk Retention Consultation
Party shall be entitled to consult on a strictly non-binding basis with the Special Servicer with respect to any Major Decision
in accordance with the terms of this Agreement. For the avoidance of doubt, any consultation with the Risk Retention Consultation
Party under this Agreement shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the
procedures and timing for such consultation set forth in this Section 6.5(a). The Risk Retention Consultation Party shall
have no liability to the Trust Fund, the Certificateholders or the Companion Loan Holder for any action taken, or for refraining
from the taking of any action, pursuant to this Agreement, or for error in judgment. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Risk Retention Consultation Party may take actions that favor the interests of the RR Interest
Owner, that the Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders
of some Classes of the Certificates, that the Risk Retention Consultation Party may act solely in the interests of the RR Interest
Owner that is entitled to appoint such Risk Retention Consultation Party, that the Risk Retention Consultation Party does not have
any duties or liability to the Holders of any Class of Certificates, that the Risk Retention Consultation Party may take actions
that favor the interests of the holder of the RR Interest that is entitled to appoint such Risk Retention Consultation Party over
the interests of the holders of one or more Classes of Certificates, and that the Risk Retention Consultation Party shall have
no liability whatsoever (other than to the RR Interest Owner that is entitled to appoint such Risk Retention Consultation Party)
for having so acted, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any
director, officer, employee, agent or principal thereof for having so acted. The Risk Retention Consultation Party will not have
any consultation rights with respect to the Trust Loan if it becomes a Borrower Related Party. The Risk Retention Consultation
Party shall notify the Servicer and the Special Servicer if it becomes a Borrower Related Party.


 


In addition, for so long
as no Control Termination Event has occurred and is continuing, the Controlling Class Representative may direct the Special Servicer
to take, or to refrain from taking, such other actions with respect to the Whole Loan as the Controlling Class Representative may
reasonably deem advisable or as to which provision is otherwise made herein. Notwithstanding anything herein to the contrary, no
such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require or cause the Servicer or
the Special Servicer to violate any provision of the Loan Documents, applicable law or this Agreement, including without limitation
each of the Servicer’s and the Special Servicer’s obligation to act in accordance with Accepted Servicing Practices,
or expose the Servicer, the Special Servicer, the Certificate Administrator, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Servicer’s or the Special Servicer’s responsibilities hereunder or cause the Servicer or the
Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Servicer or the Special Servicer is
not in the best interests of the Certificateholders.


 


With respect to any action
requiring the consent of the Controlling Class Representative under this Agreement, such consent shall be deemed given if the Controlling
Class Representative does not object within 10 Business Days. In the event the Special Servicer or Servicer, as applicable, determines
that a refusal to consent by the Controlling Class Representative or any advice from the Controlling Class Representative would
otherwise cause the Special Servicer or Servicer, as applicable, to violate the terms of the Loan Documents,


 



    -157-


     


    




 


applicable law or
this Agreement, including without limitation, Accepted Servicing Practices, the Special Servicer or Servicer, as applicable, shall
disregard such refusal to consent or advise and notify the Controlling Class Representative, the Trustee and, subject to Section
10.17 of this Agreement, the Rating Agencies of its determination, including a reasonably detailed explanation of the basis
therefor. The taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance with the direction
of or approval of the Controlling Class Representative that does not violate any law or Accepted Servicing Practices or any other
provisions of this Agreement, will not result in any liability on the part of the Servicer or the Special Servicer.


 


The Controlling Class
Representative shall have no liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from
the taking of any action, pursuant to this Agreement, or for errors in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholders that would otherwise
be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of negligent
disregard of obligations or duties.


 


By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling
Class Representative may have special relationships and interests that conflict with those of Holders of one or more Classes of
Certificates; (ii) the Controlling Class Representative may act solely in the interests of the Holders of the Controlling Class;
(iii) the Controlling Class Representative does not have any liability or duties to the Holders of any Class of Certificates other
than the Controlling Class; (iv) the Controlling Class Representative may take actions that favor interests of the Holders of the
Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Controlling Class
Representative shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as
set forth in clauses (i)-(iv) of this paragraph, and no Certificateholder may take any action whatsoever against the Controlling
Class Representative or any Affiliate, director, officer, employee, shareholder, member, partner, agent or principal thereof for
having so acted.


 


(b)          Notwithstanding
anything to the contrary contained herein: (i) after the occurrence and during the continuance of any Control Termination Event,
the Controlling Class Representative shall have no right to consent to any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement, and the Special Servicer shall consult with the Controlling
Class Representative in connection with any action to be taken or refrained from taking to the extent set forth herein; and (iii)
after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall
have no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices,
reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative.


 






    -158-


     


    




 


After the occurrence
and during the continuance of a Control Termination Event but, with respect to the Controlling Class Representative only, prior
to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Controlling Class Representative
in connection with any Major Decision (and any other actions which otherwise require consultation with the Controlling Class Representative
prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by Controlling Class Representative
in respect thereof. In the event the Special Servicer receives no response from the Controlling Class Representative within 10
Business Days following its written request for input on any required consultation, the Special Servicer shall not be obligated
to consult with the Controlling Class Representative on the specific matter; provided, however, that the failure
of the Controlling Class Representative to respond shall not relieve the Special Servicer from consulting with the Controlling
Class Representative on any future matters with respect to the Whole Loan.


 


In connection with the
Controlling Class Representative’s right to consent or consult with respect to a Major Decision, as applicable, if the Special
Servicer determines that action is necessary to protect the Properties or the interests of the Certificateholders from potential
harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent with Accepted Servicing
Practices, the Special Servicer may take actions with respect to the Properties before the expiration of the applicable period
for the Controlling Class Representative to respond as described in this section, if the Special Servicer reasonably determines
in accordance with Accepted Servicing Practices that failure to take such actions before the expiration of such period would materially
adversely affect the interest of the Certificateholders, and the Special Servicer has made a reasonable effort to contact the Controlling
Class Representative.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Controlling Class Representative shall have no consultation
or consent rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative. However,
the Controlling Class Representative shall maintain the right to exercise its Voting Rights for the same purposes as any other
Certificateholder.


 


(c)          Each
Certificateholder and Beneficial Owner of Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase
of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Registrar
and to notify the Certificate Registrar of the transfer of any Control Eligible Certificate (or the beneficial ownership of any
Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal thereof. Any such
Certificateholder (or Beneficial Owner) or its designee at any time appointed Controlling Class Representative is hereby deemed
to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible
Certificate) to notify the Certificate Registrar when such Certificateholder (or Beneficial Owner) or designee is appointed Controlling
Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Registrar shall notify the
Special Servicer, the Servicer and the Trustee of the identity of the Controlling Class Representative, any resignation or removal
thereof and/or


 



    -159-


     


    

 


any new Holder or Beneficial Owner of a Control Eligible Certificate. In addition, upon the request of the Servicer,
the Special Servicer or the Trustee, as applicable, the Certificate Registrar shall provide (on a reasonably prompt basis) the
identity of the then-current Controlling Class and a list of the Certificateholders (or Beneficial Owners, if applicable, at the
expense of the Trust if such expense arises in connection with an event as to which the Controlling Class Representative or the
Controlling Class has consent or consultation rights pursuant to this Agreement, or otherwise at the expense of the requesting
party and each of the Servicer, the Special Servicer and the Trustee shall be entitled to rely on such information so provided
by the Certificate Administrator. The initial Controlling Class Representative, and any subsequent Controlling Class Representative,
is hereby deemed to have agreed and acknowledged by virtue of its purchase of a Control Eligible Certificate (or beneficial ownership
interest in such Certificate) that its identity shall be reported monthly by the Certificate Administrator in the Distribution
Date Statement. In the event that no Controlling Class Representative has been appointed or identified to the Servicer or the Special
Servicer, as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then
until such time as the new Controlling Class Representative is identified, the Servicer or the Special Servicer, as applicable,
will have no duty to consult with, provide notice to, or seek the approval or consent of any such Controlling Class Representative
as the case may be.


 


The Certificate Administrator,
the Servicer and the Special Servicer will not be charged with knowledge of any Control Termination Event or Consultation Termination
Event, in each case, resulting from an affiliation of the Controlling Class Representative or a majority of the Controlling Class
Certificateholders (by Certificate Balance) with a Borrower Related Party, unless and until it shall have received notice of such
occurrence from the Controlling Class Representative or a majority of the Controlling Class Certificateholders (by Certificate
Balance) substantially in the form of Exhibit S upon which each party may conclusively rely.


 


If at any time that PIMCO
Tactical Opportunities Master Fund Ltd. or any successor Controlling Class Representative or Controlling Class Certificateholder(s)
is no longer the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate Balance and the Certificate
Registrar has neither (i) received written notice of the then current Controlling Class Certificateholders of at least a majority
of the Controlling Class by Certificate Balance nor (ii) received written notice of a replacement Controlling Class Representative
pursuant to this Agreement, then a Control Termination Event and a Consultation Termination Event shall be deemed to have occurred
and shall be deemed to continue until such time as the Certificate Administrator receives either such notice.


 


Upon receipt of notice
of a change in Controlling Class Representative, the Certificate Administrator shall promptly forward notice thereof to each other
party to this Agreement.


 


(d)          Until
it receives notice to the contrary, each of the Servicer, the Special Servicer, the Depositor and the Trustee and the Certificate
Administrator shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders
of the Controlling Class and the Controlling Class Representative.


 






    -160-


     


    




 


In the event the Special
Servicer or Servicer determines that any advice from the Risk Retention Consultation Party would otherwise cause the Special Servicer
or Servicer, as applicable, to violate the terms of the Loan Documents or the Co-Lender Agreement, applicable law, the provisions
of the Code resulting in an Adverse REMIC Event or this Agreement, including without limitation, Accepted Servicing Practices,
the Special Servicer or Servicer, as applicable, shall disregard such advice.


 


With respect to any consultation
rights of the Risk Retention Consultation Party under this Agreement, in the event that the Special Servicer receives no response
from the Risk Retention Consultation Party within ten (10) days following the later of (i) its written request for input on any
required consultation and (ii) delivery of all such additional information reasonably requested by the Risk Retention Consultation
Party related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Risk
Retention Consultation Party on the specific matter; provided, however, that the failure of the Risk Retention Consultation
Party to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Risk Retention
Consultation Party on any future matter with respect to the Trust Loan.


 


In connection with the
Risk Retention Consultation Party’s right to consult with respect to a Major Decision, if the Servicer or the Special Servicer
determines that action is necessary to protect the Property or the interests of the Certificateholders and the RR Interest Owner
from potential harm if such action is not taken, or if a failure to take any such action at such time would be inconsistent with
Accepted Servicing Practices, the Servicer or the Special Servicer may take actions with respect to the Property before the expiration
of the applicable period for the Risk Retention Consultation Party to respond as described in this section, if the Servicer or
the Special Servicer reasonably determines in accordance with Accepted Servicing Practices that failure to take such actions before
the expiration of such period would materially adversely affect the interest of the Certificateholders and the RR Interest Owner,
and the Servicer or the Special Servicer has made a reasonable effort to contact the Risk Retention Consultation Party.


 


Neither the Servicer
nor the Special Servicer will be required to take or to refrain from taking any action pursuant to instructions from the Risk Retention
Consultation Party, or due to any failure to approve an action by any such party, or due to an objection by any such party that
would cause either the Servicer or the Special Servicer to violate applicable law, the related Loan Documents and this Agreement
(including Accepted Servicing Practices).


 


Additionally, once a
Risk Retention Consultation Party has been selected, each of the Servicer, the Special Servicer, the Depositor, the Trustee and
the Certificate Administrator shall be entitled to rely on such selection unless the RR Interest Owner shall have notified the
Servicer, the Special Servicer, the Trustee and the Certificate Administrator, in writing, of the selection of a new Risk Retention
Consultation Party. Until it receives notice to the contrary, each of the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Risk Retention Consultation
Party. In no event shall the Servicer or the Special Servicer, as the case may be, be required to consult with a new Risk Retention
Consultation Party unless notice has been delivered to the Servicer or the Special Servicer, as applicable, or the Servicer or
the Special


 



    -161-


     


    

 


Servicer, as applicable, have actual knowledge of the identity and contact information of a new Risk Retention Consultation
Party. Goldman Sachs Mortgage Company shall be the initial Risk Retention Consultation Party and shall remain so until a successor
is appointed pursuant to the terms of this Agreement.


 


The Depositor shall promptly
provide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement
and any such requesting party may conclusively rely on the name and contact information provided by the Depositor. The Certificate
Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party
has not changed until such parties receive written notice of a replacement of the Risk Retention Consultation Party from the majority
of the ownership of the RR Interest Owner (as confirmed by the Certificate Registrar).


 


On the Closing Date,
the initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit K-4 to
this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit
K-4 to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


Section
6.6.     Servicer and Special Servicer Not to Resign. (a) Each of the Servicer and Special
Servicer may resign and assign its respective rights and delegate its duties and obligations under this Agreement to any
Person or to an entity, provided that:


 


(i)            the
Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing
institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or
of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer
or Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and substance reasonably
satisfactory to the Trustee, which contains an assumption by such Person of the performance and observance of each covenant and
condition to be performed or observed by the Servicer or Special Servicer, as the case may be, under this Agreement from and after
the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the
covenants, terms or conditions in this Agreement to be performed by the Servicer or Special Servicer, as the case may be, such
agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such
representations and warranties of the Servicer or Special Servicer, as the case may be, as provided in Section 2.4 and Section
2.5;


 


(ii)           Rating
Agency Confirmation has been received;


 


(iii)          the
Servicer or Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior
to the effective date of such assignment and delegation under this Section 6.6(a);


 






    -162-


     


    




 


(iv)         the
rate at which the Servicing Fee or Special Servicing Fee, as applicable (or any component thereof) is calculated shall not exceed
the rate then in effect; and


 


(v)          the
Servicer or Special Servicer, as the case may be, shall reimburse the Trustee, the Certificate Administrator, the Trust, and the
Rating Agencies for all reasonable out-of-pocket costs and expenses of such assignment, sale or transfer.


 


Any attempted resignation and assignment
shall be void, unless such resignation and assignment satisfies the conditions set forth above. Upon satisfaction of the foregoing
requirements and acceptance of such assignment, such Person shall be the successor Servicer or Special Servicer, as the case may
be, hereunder.


 


(b)          Other
than as set forth in Sections 6.2 and 6.6(a), none of the Servicer and the Special Servicer shall resign from its
obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible
under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an
Opinion of Counsel delivered to the Trustee and the Depositor. No resignation by the Servicer or the Special Servicer, as applicable,
under this Agreement shall become effective until a successor Servicer or Special Servicer, as applicable, shall have assumed the
responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with
Section 7.2. Notwithstanding the previous sentence, each of the Servicer or Special Servicer may assign its duties and obligations
under this Agreement under certain limited circumstances as described herein.


 


(c)          In
the event the Special Servicer obtains knowledge that it has become a Borrower Related Party, the Special Servicer shall provide
notice to each of the other parties to this Agreement of such event and resign as Special Servicer and use reasonable efforts to
replace itself with a special servicer that is a Qualified Replacement Special Servicer and not a Borrower Related Party, in accordance
with the terms herein and subject to the satisfaction of the conditions set forth in the proviso to Section 6.4(a) and the
agreement of a proposed successor to accept the same or lower compensation; provided that if no such appointment is made
within thirty (30) days of the Special Servicer becoming a Borrower Related Party, such failure shall be deemed a Special Servicer
Termination Event and the Trustee shall promptly deliver written notice to the Special Servicer of the Special Servicer’s
failure to perform the foregoing obligation. Prior to the occurrence and continuance of a Control Termination Event, the Controlling
Class Representative will be entitled to appoint (and replace with or without cause) a successor special servicer that is a Qualified
Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein, unless the Controlling Class
Representative is a Borrower Related Party. At any time after the occurrence and during the continuance of a Control Termination
Event, the resigning Special Servicer will be required to use reasonable efforts to appoint a successor special servicer that is
a Qualified Replacement Special Servicer and not a Borrower Related Party in accordance with the terms herein and shall, at the
expense of the Trust, petition any court of competent jurisdiction for the appointment of a successor special servicer if one is
not appointed within 60 days. Except as otherwise provided in this paragraph, the resigning Servicer or Special Servicer, as applicable,
shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Trust and each Rating Agency
in


 



    -163-


     


    

 


connection with any resignation of such Servicer or Special Servicer as and to the extent required under this Agreement.


 


Section
6.7.     Indemnification by the Servicer, the Special Servicer and the Depositor. Each of the
Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust, the
Companion Loan Holder and each other party to this Agreement from and against any claims, losses, damages, penalties, fines,
forfeitures, reasonable legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Trust, the Certificate Administrator, the Trustee or such other party that arise out of or are based upon (i) a breach by the
Servicer, the Special Servicer or the Depositor, as the case may be, of its representations and warranties under this
Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer or the
Depositor, as the case may be, in the performance of such obligations or its reckless disregard of its obligations and duties
under this Agreement.


 


Article 7



SERVICER TERMINATION EVENTS; SPECIAL

SERVICER TERMINATION EVENTS;

TERMINATION OF SERVICER AND SPECIAL SERVICER


 


Section
7.1.     Servicer Termination Events; Special Servicer Termination Events. (a) “Servicer Termination
Event,” or “Special Servicer Termination Event” wherever used herein with respect to the
Servicer or the Special Servicer, as the case may be, means any one of the following events whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body:


 


(i)           any
failure by the Servicer or Special Servicer, as applicable, to remit any payment required to be made or remitted by it (other than
Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement, which failure is not
cured by 11:00 a.m., New York time, on the first Business Day following the date on which such remittance was required to be made;


 


(ii)          any
failure of the Servicer (a) to make any Monthly Payment Advance required to be made pursuant to this Agreement on or prior to the
applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (b) to make any Administrative
Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date that is not cured by 11:00
a.m., New York time, on the related Distribution Date, or (c) to make any Property Protection Advance required to be made pursuant
to this Agreement when the same is due and such failure continues unremedied for 10 Business Days (or such shorter period (not
less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real estate taxes or ground rents)
following the date on which the Servicer receives notice thereof or should have had notice thereof if it had been acting in accordance
with the Accepted Servicing Practices;


 






    -164-


     


    




 


(iii)         any
failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of its
covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure or breach
shall continue unremedied for a period of 30 days after the date on which written notice of such failure or breach is given to
the Servicer or Special Servicer, as applicable, by the Trustee or to the Servicer or Special Servicer, as applicable, and the
Trustee by the Certificateholders having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates;
provided, however, that with respect to any such failure or breach that is not curable within such 30-day period,
the Servicer or the Special Servicer, as applicable, will have an additional cure period of 30 days to effect such cure so long
as the Servicer or the Special Servicer, as appropriate, has commenced to cure such failure within the initial 30-day period and
has provided the Trustee with an officer’s certificate certifying that it has diligently pursued, and is continuing to diligently
pursue, such cure;


 


(iv)         a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the Servicer or the Special Servicer, as applicable, and such decree
or order has remained in force undischarged or unstayed for a period of sixty (60) days; provided, however, that,
with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty (60) day period, the
Servicer or the Special Servicer, as appropriate, will have an additional period of thirty (30) days to effect such discharge,
dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or stayed within the
initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;


 


(v)          the
Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator or receiver or liquidator or
liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or
similar proceedings of or relating to the Servicer or the Special Servicer or of or relating to all or substantially all of its
property;


 


(vi)         the
Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its obligations;


 


(vii)        the
Servicer or the Special Servicer is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, in connection therewith and the Servicer or the Special
Servicer is not reinstated to such status on such list within 60 days;


 






    -165-


     


    




 


(viii)     
 DBRS (a) has qualified, downgraded or withdrawn its rating or ratings of any Class of the Certificates or (b) has
placed any Class of the Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and
such “watch status” placement, qualification, downgrade, or withdrawal has not been withdrawn by DBRS within 60
days) and, in the case of either of clauses (a) or (b), publicly citing servicing concerns with the Servicer or the Special
Servicer, as the case may be, as the sole or a material factor in such rating action;


 


(ix)          a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns with the Servicer
or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade,
withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within sixty (60)
days of such event); and


 


(x)           so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or Special Servicer,
as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered by this
Agreement to enable such Other Securitization Trust to comply with its reporting obligations under the Exchange Act within the
time frame set forth for delivery in Article 12 (including any applicable grace periods) (any Sub-Servicing Entity that
defaults in accordance with this Section 7.1(a)(x) shall be terminated at the direction of the Depositor).


 


(b)          Upon
the occurrence of any Servicer Termination Event or Special Servicer Termination Event, unless such Servicer Termination Event
or Special Servicer Termination Event has been cured or waived, the Trustee shall (i) provide written notice to the Depositor and
the Certificate Administrator and the Certificate Administrator shall post notice of the same upon its receipt thereof on the Certificate
Administrator’s Website and shall provide notice to the Companion Loan Holder; (ii) provide written notice to the Rating
Agencies, subject to Section 10.16; and (iii) provide notice thereof to all Certificateholders by mail to the addresses
set forth on the Certificate Register and to the RR Interest Owner. For avoidance of doubt, (i) the occurrence of a Servicer Termination
Event with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with respect to
the Special Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence of
a Special Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred a Servicer Termination
Event with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event.


 


(c)           If
a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long as
such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee may,
or (ii) upon the written direction of Holders of Certificates having at least 25% of the Voting Rights (taking into account the
application of the Appraisal Reduction Amount to notionally reduce the


 



    -166-


     


    

 


Certificate Balances of the Certificates), the Trustee shall
terminate all of the rights and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement, other
than rights and obligations accrued prior to such termination, and in and to the Whole Loan and the proceeds thereof by notice
in writing to the Servicer or the Special Servicer, as applicable. Upon any termination of the Servicer or the Special Servicer,
as applicable, and appointment of a successor to the Servicer or the Special Servicer, as applicable, the Trustee shall promptly
notify the Certificate Administrator and the Certificate Administrator shall post to the Certificate Administrator’s Website
such written notice thereof to the Depositor and the Certificateholders and the RR Interest Owner and comply with giving notice
to the Rating Agencies pursuant to Section 10.17. Notwithstanding the foregoing, (a) if a Special Servicer Termination Event
on the part of the Special Servicer affects a Companion Loan, any holder thereof or the rating on a class of Companion Loan securities,
then the related affected Companion Loan Holder will be able to require termination of the Special Servicer and (b) if any Servicer
Termination Event on the part of the Servicer affects a Companion Loan, the related Companion Loan Holder or the rating on a class
of the related Companion Loan securities, and if the Servicer is not otherwise terminated, then the Servicer may not be terminated
by or at the direction of the related Companion Loan Holder, but upon the written direction of the related Companion Loan Holder,
the Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related Whole Loan.


 


(d)          In
the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may be (the “Terminated
Party”) (with a copy to the Loan Borrowers), terminate all of its rights and obligations under this Agreement and in
and to the Whole Loan and the proceeds thereof, other than any rights the Terminated Party may have hereunder as a Certificateholder
or a RR Interest Owner, to the Excess Servicing Fee Right and any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued or owing to it under this Agreement with respect to periods prior
to the date of such termination and the right to the benefits of Section 6.3 notwithstanding any such termination). On or
after the receipt by the Terminated Party of such written notice, subject to the foregoing, all of its authority and power under
this Agreement, whether with respect to the Certificates or the RR Interest (except that the Terminated Party shall retain its
rights as a Certificateholder or a RR Interest Owner in the event and to the extent that it is a Certificateholder or a RR Interest
Owner) or the Trust Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section
7.1 and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver, on behalf of
and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the Trust Loan and related documents, or otherwise. The Servicer and
the Special Servicer, as applicable, each agrees that, in the event it is terminated pursuant to this Section 7.1, or resigns
under Section 6.6(b), to promptly (and in any event no later than ten Business Days subsequent to such notice) provide,
at its own expense, the Terminating Party (which term shall include for the purposes of the remainder of this Section 7.1(d),
the Trustee (or a successor Servicer or Special Servicer) in connection with a resignation of the Servicer or the Special Servicer
under Section 6.6(b)) with all documents and records requested by the Terminating Party to enable the Terminating Party
to assume its


 



    -167-


     


    

 


functions hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities hereunder
in effecting the termination of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor
Servicer or Special Servicer, as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts
which shall at the time be or should have been credited by the Terminated Party (which term shall include, for the purposes of
the remainder of this Section 7.1(d), the resigning party in connection with a resignation of the Servicer or the Special
Servicer under Section 6.6(b)) to the Collection Account, the Foreclosed Property Account or shall thereafter be received
with respect to the Whole Loan, and shall promptly provide the Terminating Party or such successor Servicer or Special Servicer,
as applicable (which may include the Trustee), all documents and records reasonably requested by it, such documents and records
to be provided in such form as the Terminating Party or such successor Servicer or the Special Servicer, as applicable, shall reasonably
request (including electromagnetic form), to enable it to assume the function of the Servicer or Special Servicer, as applicable,
hereunder. All reasonable costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable,
incurred in connection with transferring the Mortgage File to the Terminating Party or to the successor Servicer or Special Servicer,
as applicable, and amending this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the
Terminated Party upon presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed
the Terminating Party or such successor Servicer or Special Servicer, as applicable, for such expenses within 90 days after the
presentation of reasonable documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided
that the Terminated Party shall not thereby be relieved of its liability for such expenses. Notwithstanding the foregoing, in the
event the Special Servicer is terminated without cause pursuant to Section 6.4, all costs and expenses incurred or payable
by the terminated Special Servicer under this Section 7.1 shall be paid by the Controlling Class Representative or Certificateholders
so terminating the Special Servicer in accordance with Section 6.4(d) and shall not in any event be an expense of the Trust
Fund.


 


(e)           Notwithstanding
anything herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee of any Servicer
Termination Event or Special Servicer Termination Event of which the Depositor becomes aware. In no event shall the Trustee be
deemed to have knowledge of or be aware of any Servicer Termination Event or Special Servicer Termination Event until a Responsible
Officer of the Trustee has received written notice thereof or has actual knowledge thereof.


 


Section 7.2. Trustee
to Act; Appointment of Successor. (a) On and after the time the Servicer or Special Servicer, as the case may be, receives
a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which
term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special
Servicer including a successor appointed under Section 6.4(a)) in connection with a resignation of the Servicer or the
Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which
term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation
of the Servicer of the Special Servicer under Section 6.6(b)) in all respects under this Agreement and the transactions
set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations
on liability and liabilities relating


 



    -168-


     


    

 


thereto and arising thereafter placed on the Terminated Party by the terms and provisions
hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or
Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act
or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused
by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure
to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder.
The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, shall be indemnified
to the full extent provided to the Trustee under this Agreement. The appointment of a successor Servicer or Special Servicer,
as the case may be, shall not affect any liability of the Terminated Party that may have arisen prior to its termination as such.
The Terminating Party shall not be liable for any of the representations and warranties of the Terminated Party herein or in any
related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any
Permitted Investment by the Terminated Party nor shall the Terminating Party or any successor Servicer or Special Servicer be
required to purchase the Whole Loan hereunder. As compensation therefor, the Terminating Party as successor Servicer or Special
Servicer, as the case may be, shall be entitled to all compensation with respect to the Whole Loan to which the Terminated Party
would have been entitled that accrues after the date of the Terminating Party’s succession to which the Terminated Party
would have been entitled if it had continued to act hereunder and, in the case of a successor Special Servicer, the Special Servicing
Fee. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or if
the Holders of Certificates having greater than 25% of the aggregate Voting Rights so request in writing to the Trustee, or the
Trustee is not approved by the Rating Agencies as a Servicer or Special Servicer, as the case may be, as evidenced by a Rating
Agency Confirmation, or if the Rating Agencies do not provide written confirmation that the succession of the Trustee as Servicer
or Special Servicer, as the case may be, will not cause a downgrade, qualification or withdrawal of the then current ratings of
the Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established loan servicing institution
reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to
the Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer or Special Servicer, as applicable, hereunder; provided that for so long as no Control Termination
Event has occurred or is continuing the Controlling Class Representative shall have the right to approve any such successor Special
Servicer. No appointment of a successor to a Terminated Party hereunder shall be effective until the assumption by such successor
of all the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to
a Terminated Party hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in the applicable
capacity as herein above provided. In connection with such appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on the Whole Loan as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted to the Terminated Party hereunder, except that
if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional
amounts shall be paid to such successor and such amounts in excess of that permitted to the Terminated Party shall be paid pursuant
to Section 3.4(c); provided, further; that, the Trustee shall consult


 



    -169-


     


    

 


with the Controlling Class Representative
(for so long as no Consultation Termination Event has occurred and is continuing) and the Risk Retention Consultation Party (in
each case, on a non-binding basis) prior to the appointment of a successor to the Terminated Party at such amounts in excess of
that permitted the Terminated Party. The Depositor, the Certificate Administrator, the Trustee, the Servicer (as applicable),
the Special Servicer (as applicable) and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession.


 


(b)          Notwithstanding
Section 7.1(c), Section 7.1(d) or Section 7.2(a), if a Servicer receives a notice of termination solely due
to a Servicer Termination Event under Section 7.1(a)(vii) or (viii) and the terminated Servicer provides the Trustee
with the appropriate “request for proposal” materials within five (5) Business Days after such termination, then such
Servicer shall continue to serve as Servicer, and the Trustee shall promptly thereafter (using such “request for proposal”
materials provided by the terminated Servicer) solicit good faith bids for the rights to master service the Whole Loan from at
least three (3) Persons qualified to act as successor Servicer hereunder in accordance with Section 7.2 for which the Trustee
has received Rating Agency Confirmation (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified
Bidders cannot be located, then from as many Persons as are Qualified Bidders; provided, however, that (i) the terminated Servicer
shall supply the Trustee with the names of Persons who are Qualified Bidders (subject to receipt of Rating Agency Confirmation)
from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less than three (3) or no Qualified Bidders submit
bids for the right to master service the Whole Loan under this Agreement. The bid proposal shall require any Successful Bidder
(as defined below), as a condition of such bid, to enter into this Agreement as successor Servicer with respect to the Whole Loan,
and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt by the terminated Servicer of a notice
of termination. The Trustee shall solicit bids (i) on the basis of such successor Servicer entering into a Sub-Servicing Agreement
with the terminated Servicer to service the Whole Loan at a sub-servicing fee rate per annum equal to the Servicing Fee
Rate minus the Excess Servicing Fee Rate (each, a “Servicing-Retained Bid”) and (ii) on the basis of having no obligation
to enter into a Sub-Servicing Agreement with the terminated Servicer (each, a “Servicing-Released Bid”). The
Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the “Successful Bidder”) to act as successor Servicer hereunder. The Trustee shall request the
Successful Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the successful bid was
a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated above), no later
than forty-five (45) days after the termination of the terminated Servicer. Upon the assignment and acceptance of the servicing
rights hereunder to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the terminated Servicer the
amount of such cash bid received from the Successful Bidder (net of reasonable “out of pocket” expenses incurred by
the Trustee in connection with obtaining such bid and transferring servicing).


 


(c)          If
the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated Servicer, it
may reduce such terminated Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s
compensation as successor Servicer would otherwise be below market rate servicing compensation. If the Trustee elects to
appoint a successor to the resigning or terminated Servicer other than itself or an Affiliate pursuant to this



    -170-


     


    

 


Section
7.2, it may reduce such Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole
discretion of the Trustee) for the Trustee to appoint a qualified successor servicer that meets the requirements of this Section
7.2 and Section 6.6.


 


Section 7.3. Notification
to Certificateholders, RR Interest Owner, the Depositor and the Rating Agencies.


 


(a)          Upon
any termination of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or appointment of a
successor to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon as practicable,
give written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the
RR Interest Owner and the Depositor and, subject to Section 10.17, the Rating Agencies.


 


(b)          In
addition to posting a notice of the occurrence of any Servicer Termination Event or Special Servicer Termination Event, within
30 days after the occurrence of such Servicer Termination Event or Special Servicer Termination Event of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders of Certificates
and the RR Interest Owner and to the Depositor and, subject to Section 10.17, the Rating Agencies notice of such Servicer
Termination Event or Special Servicer Termination Event, as the case may be, unless such Servicer Termination Event or Special
Servicer Termination Event or shall have been cured or waived.


 


Section 7.4.     Other
Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination Event, as the
case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied,
the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name as trustee of an
express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies
and to protect the interests, and enforce the rights and remedies, of the Certificateholders, the Companion Loan Holder and the
RR Interest Owner (including the institution and prosecution of all judicial, administrative and other proceedings and the filing
of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Trustee shall be entitled to be reimbursed
therefor pursuant to Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement,
no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative
and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.


 


Section
7.5.     Waiver of Past Servicer Termination Events and Special Servicer Termination Events.
The Holders of Certificates having not less than 66-2/3% of the aggregate Voting Rights of all then outstanding Certificates
and the affected Companion Loan Holder may, on behalf of all Certificateholders and the RR Interest Owner and upon adequate
indemnification of the Trustee by the requesting Holders of Certificates, waive any default by the Servicer or the Special
Servicer in the performance of its obligations hereunder and its consequences, except a


 



    -171-


     


    

 


default in making any required
deposits (including Monthly Payment Advances) to or payments from the Collection Account, the Distribution Account or the
Foreclosed Property Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any
such waiver of a past default, such default shall cease to exist, and the related Servicer Termination Event or Special
Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No
such waiver shall extend to any subsequent or other default or impair any right related thereto.


 


Section
7.6.    Trustee as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to
make any Advances, the Trustee shall perform such obligations (w) within five Business Days (or such shorter period (but not
less than one Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage required under the
Loan Documents or this Agreement with respect to the Property or to avoid any foreclosure or similar action with respect to
the Property by reason of failure to pay real estate taxes, assessments, ground rents or governmental charges) of a
Responsible Officer of the Trustee obtaining knowledge of such failure by the Servicer or the Special Servicer with respect
to Property Protection Advances and Administrative Advances and (x) by 12:00 noon New York time on the related Distribution
Date with respect to Monthly Payment Advances. With respect to any such Advance made by the Trustee, the Trustee shall
succeed to all of the Servicer’s and/or the Special Servicer’s rights, as applicable, with respect to Advances
hereunder, including, without limitation, the rights of reimbursement and interest on each Advance at the Advance Rate, and
rights to determine that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights
of reimbursement caused by such Servicer’s and/or the Special Servicer’s default in its obligations hereunder and
further subject to the Trustee’s standard of good faith judgment); provided, however, that if Advances
made by the Trustee, the Servicer and/or the Special Servicer shall at any time be outstanding, or any interest on any
Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be
applied entirely to the Advances outstanding to the Trustee until such Advances shall have been repaid in full, together
with all interest accrued thereon, prior to reimbursement of the Servicer and/or the Special Servicer, as applicable, for
such Advances and interest accrued thereon. The Trustee shall be entitled to conclusively rely on any notice given by the
Servicer and/or the Special Servicer, as applicable, with respect to a Nonrecoverable Advance hereunder. The Trustee shall
notify the master servicer and trustee with respect to each Other Securitization Trust of the amount of any Monthly Payment
Advance made by it pursuant to this Section 7.6 within two (2) Business Days of making such advance.


 


Article 8



THE TRUSTEE, THE CUSTODIAN AND CERTIFICATE ADMINISTRATOR


 


Section
8.1.     Duties of the Trustee, the Custodian and the Certificate Administrator. (a) Each of the Trustee, the Custodian
and the Certificate Administrator, and with respect to the Trustee prior to the occurrence of a Servicer Termination Event or
Special Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or
Special Servicer Termination Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties
and only such duties as are specifically set


 



    -172-


     


    

 


forth in this Agreement. Neither the Depositor nor the Servicer nor the Special
Servicer shall be obligated to monitor or supervise the performance by the Trustee, the Custodian or the Certificate
Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has
occurred (which has not been cured or waived), the Trustee, subject to the provisions of Section 7.3, shall exercise
such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in their
exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s
own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be
construed as a duty. The Trustee (or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all
the rights of a holder of the Whole Loan on behalf of the Certificateholders, the Companion Loan Holder (or, if a Companion
Loan Holder is an Other Securitization Trust, the related Other Depositor or the trustee for the Other Securitization Trust)
and the RR Interest Owner, subject to the terms of the Loan Documents and the Co-Lender Agreement.


 


(b)          Subject
to Sections 8.2(a) and 8.3, each of the Trustee, the Custodian and the Certificate Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee,
the Custodian or the Certificate Administrator that are specifically required to be furnished to it pursuant to any provision of
this Agreement, shall examine, or cause to be examined, such instruments to determine whether they conform to the requirements
of this Agreement to the extent specifically set forth herein. If any such instrument is found on its face not to conform to the
requirements of this Agreement in a material manner, the Trustee, the Custodian or the Certificate Administrator, as applicable,
shall make a request to the Depositor to have the instrument corrected, and if the instrument is not corrected to the Trustee’s,
the Custodian’s or the Certificate Administrator’s reasonable satisfaction, the Trustee, the Custodian or the Certificate
Administrator shall provide notice thereof to the Certificateholders and the RR Interest Owner. Neither the Trustee, the Custodian
nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special Servicer and accepted by the
Trustee or the Certificate Administrator, as the case may be, in good faith, pursuant to this Agreement.


 


(c)          Subject
to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator
from liability for its own negligent action, its own negligent failure to act, its own willful misconduct or bad faith, provided,
however, that:


 


(i)           The
Trustee, the Certificate Administrator and the Custodian’s duties and obligations shall be determined solely by the express
provisions of this Agreement, the Trustee and the Custodian shall not be liable except for the performance of such duties and obligations
as are specifically set forth in regard to such party in this Agreement. No implied covenants or obligations shall be read into
this Agreement against the Trustee, the Custodian or the Certificate Administrator and each of the Trustee, the Custodian and the
Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee, the Custodian and/or the Certificate Administrator (including
those provided pursuant to Section 10.1) and conforming to the requirements of this


 



    -173-


     


    

 


Agreement which it reasonably believes
in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;


 


(ii)           the
Trustee, the Custodian and the Certificate Administrator shall not be liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee, the Custodian or the Certificate Administrator, unless it shall be proved that the Trustee, the Custodian
or the Certificate Administrator such Responsible Officer, as applicable, was negligent in ascertaining the pertinent facts;


 


(iii)          the
Trustee, the Custodian and the Certificate Administrator shall not be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates having, in the
aggregate, not less than 25% of the Voting Rights, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, the Custodian or the Certificate Administrator, or exercising any trust or power conferred upon
the Trustee, the Custodian or the Certificate Administrator, under this Agreement;


 


(iv)          the
Trustee, the Custodian and the Certificate Administrator shall not be charged with knowledge of any failure by the Servicer or
the Special Servicer to comply with any of their respective obligations referred to in Section 7.1 or any other act or circumstance
upon the occurrence of which the Trustee, the Custodian or the Certificate Administrator, as applicable, may be required to take
action unless a Responsible Officer of the Trustee, the Custodian or the Certificate Administrator, as applicable, obtains actual
knowledge of such failure, act or circumstance or the Trustee, the Custodian or the Certificate Administrator, as applicable, receives
written notice of such failure from the Servicer, the Special Servicer, the Depositor, the Loan Borrowers or Holders of Certificates
having, in the aggregate, not less than 25% of the Voting Rights.


 


(v)           subject
to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2, the Trustee
shall have no duty except in the capacity as a successor Servicer or successor Special Servicer (A) to see to any recording, filing
or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing
a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling
or redepositing thereof (except as set forth in Section 2.1(b)), (B) to see to any insurance, and (C) to confirm or verify
the contents of any reports or certificates of the Servicer or the Special Servicer delivered to the Trustee or the Certificate
Administrator pursuant to this Agreement reasonably believed by the Trustee or the Certificate Administrator to be genuine and
to have been signed or presented by the proper party or parties; and


 


(vi)          for
all purposes under this Agreement, the Trustee shall not be required to take any action with respect to, and neither the Certificate
Administrator or Trustee shall be deemed to have notice or knowledge of any Loan Event of Default, Servicer Termination Event or
Special Servicer Termination Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable,
has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such actual
knowledge otherwise obtained, the Trustee and the Certificate Administrator


 



    -174-


     


    

 


may conclusively assume that there is no Loan Event
of Default, Servicer Termination Event or Special Servicer Termination Event.


 


(d)          None
of the provisions contained in this Agreement shall in any event require the Trustee, the Custodian or the Certificate Administrator
to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible
for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except with
respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties,
powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding
anything contained herein, none of the Trustee, the Custodian or the Certificate Administrator shall be responsible or have liability
in connection with the duties assumed by the Authenticating Agent, 17g-5 Information Provider, and the Certificate Registrar hereunder,
unless the Trustee, the Custodian or the Certificate Administrator is acting in any such capacity hereunder; provided, further,
that in any such capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities
provided to it as Trustee and the Certificate Administrator hereunder, as applicable.


 


In no event shall the
Certificate Administrator, the Custodian or Trustee be liable for any failure or delay in the performance of its obligations hereunder
because of circumstances beyond the Certificate Administrator’s or Trustee’s control, including, but not limited to
force majeure or acts of God.


 


The Servicer, the Special
Servicer or the Trustee may at any time request from the Certificate Administrator written confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year and the Certificate Administrator shall deliver
such confirmation, based on information in its possession, to the requesting party within 15 days of such request.


 


Section
8.2.     Certain Matters Affecting the Trustee and the Certificate Administrator. (a)
 Except as otherwise provided in Section 8.1:


 


(i)           each
of the Trustee, the Custodian and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, directive of the Depositor, Officer’s Certificate, auditor’s certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties and the Trustee, the Custodian
or the Certificate Administrator, as applicable, shall not have any responsibility to ascertain or confirm the genuineness of any
such party or parties;


 


(ii)          each
of the Trustee, the Custodian and the Certificate Administrator may consult with any nationally recognized counsel, and the written
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect


 



    -175-


     


    

 


of any action
taken or suffered or omitted by it hereunder in good faith and in accordance with the written advice of such counsel or such Opinion
of Counsel;


 


(iii)          neither
the Trustee, the Custodian nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or to make any investigation of matters arising hereunder, or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders or the RR Interest
Owner, pursuant to the provisions of this Agreement, unless such Certificateholders or RR Interest Owner shall have offered to
the Trustee, the Custodian or the Certificate Administrator reasonable security or indemnity reasonably satisfactory to it against
the costs, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby; provided,
however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination
Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived) of which a Responsible Officer
of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same
degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of
such person’s own affairs;


 


(iv)          the
right of the Trustee, the Custodian or the Certificate Administrator to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and such party shall not be answerable for other than its negligence or willful misconduct in
the performance of any such act;


 


(v)           none
of the Trustee, the Custodian or the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon
it by this Agreement;


 


(vi)          prior
to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder of which a Responsible Officer
of the Trustee has actual knowledge and after the curing or waiver of such Servicer Termination Event or Special Servicer Termination
Event that may have occurred, the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any
of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation
into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates having, in the
aggregate, not less than 25% of the Voting Rights; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require indemnity satisfactory to it against such costs, expenses or liabilities as a condition to taking any such
action. The reasonable expense of every such investigation shall be paid by the Trust pursuant to Section 3.4(c) in the
event that such investigation relates to a Servicer


 



    -176-


     


    

 


Termination Event or Special Servicer Termination Event, if such an event shall
have occurred and is continuing, and otherwise by the Certificateholders or the RR Interest Owner requesting the investigation;


 


(vii)         each
of the Trustee, the Custodian and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, nominees, custodians or attorneys selected by it with due care;


 


(viii)         none
of the Trustee, the Custodian or the Certificate Administrator shall be required to post any kind of bond or surety in connection
with the execution and performance of its duties hereunder, and in no event shall the Trustee, the Custodian or the Certificate
Administrator be liable for punitive, special, indirect or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Trustee, the Custodian or the Certificate Administrator, as applicable, has been advised
of the likelihood of such loss or damage;


 


(ix)           the
Certificate Administrator and its Affiliates are permitted to receive additional compensation that could be deemed to be in the
Certificate Administrator’s economic self-interest for (i) serving as investment advisor, administrator, shareholder, servicing
agent, custodian or sub-custodian with respect to certain Permitted Investments, (ii) using Affiliates to effect transactions in
certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be
an amount that is reimbursable or payable by the Trust or any other party pursuant to this Agreement;


 


(x)            (x)         notwithstanding
anything to the contrary herein, any and all communications (both text and attachments, excluding any notice to the Servicer or
the Special Servicer under Section 7.1(a)) by or from the Trustee, the Certificate Administrator or the Custodian, as the
case may be, in any of its capacities, that in its sole discretion deems to contain confidential, proprietary, and/or sensitive
information and sent by electronic mail will be encrypted. The recipient of the email communication will be required to complete
a one-time registration process. Information and assistance on registering and using the email encryption technology can be found
at the Certificate Administrator’s Website or by calling the Certificate Administrator’s customer support desk at (866)
252-4360;


 


(xi)           nothing
herein shall require the Trustee, the Custodian or the Certificate Administrator to act in any manner that is contrary to applicable
law;


 


(xii)          except
as otherwise expressly provided in this Agreement, the Trustee and the Certificate Administrator shall have no obligation to monitor
or otherwise enforce compliance by the Sponsor with the Credit Risk Retention Rules; and


 


(xiii)         except
as otherwise expressly set forth in this Agreement, U.S. Bank National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) U.S. Bank National Association, acting in a capacity that


 



    -177-


     


    

 


is unrelated to
the transactions contemplated by this Agreement, or (b) U.S. Bank National Association, acting in any other capacity hereunder,
except, in the case of either clause (a) or (b), where some or all of the obligations performed in such capacities are performed
by one or more employees within the same group or division of U.S. Bank National Association, or where the groups or divisions
responsible for performing the obligations in such capacities have one or more of the same Responsible Officers; provided, however,
the knowledge of employees performing special custodial functions shall not be imputed to employees performing Certificate Administrator
or Trustee functions.


 


(b)           Following
the Closing Date, none of the Trustee, the Custodian or the Certificate Administrator shall accept any contribution of assets to
the Trust Fund not specifically contemplated by this Agreement.


 


(c)           All
rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates and the RR Interest Owner,
subject to the provisions of this Agreement.


 


(d)           In
order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Laws”), the
Trustee, the Custodian and the Certificate Administrator are required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Trustee, the Custodian or the Certificate Administrator,
as applicable. Accordingly, each of the parties agrees to provide to the Trustee and the Certificate Administrator, upon its request
from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee
and the Certificate Administrator to comply with Applicable Laws.


 


(e)           Each
of the Trustee, the Certificate Administrator and Custodian shall be entitled to all of the same rights, protections, immunities
and indemnities afforded to it as Trustee, Certificate Administrator or Custodian, as the case may be, in each such capacity for
which it serves hereunder (including, without limitation, as Certificate Registrar, 17g-5 Information Provider and Authenticating
Agent) as if such right, protection, immunity and indemnity was set forth herein expressly for the benefit of the Trustee, the
Certificate Administrator or Custodian in such capacity, mutatis mutandis.


 


Section
8.3.     None of the Trustee, the Custodian or the Certificate Administrator is Liable for the Certificates, the RR
Interest or the Trust Loan. The recitals contained herein and in the Certificates (other than the signature and
authentication of the Certificate Administrator on the Certificates) shall not be taken as the statements of the Certificate
Administrator or the Trustee and the Trustee and the Certificate Administrator assume no responsibility for their
correctness. The Certificate Administrator and the Trustee make no representations as to the validity or sufficiency of this
Agreement, the Certificates, the RR


 



    -178-


     


    

 


Interest or of the Trust Loan or related documents except as expressly set forth herein.
The Certificate Administrator and the Trustee shall not be liable for any action or failure to take any action by the
Depositor, the Servicer or the Special Servicer hereunder or any action or failure to take any action by the Sponsor under
the Loan Purchase Agreement, including, without limitation, in connection with (i) any failure of the Sponsor to properly
prepare each Assignment of the Mortgage, assignment of the Collateral Security Document and UCC-3 financing statements
pursuant to the Loan Purchase Agreement or (ii) the any failure of the Special Servicer or any sub-servicer, agent of or
counsel to the Special Servicer to conduct a Foreclosure in accordance with the terms of this Agreement and applicable law,
and neither the Trustee nor the Certificate Administrator shall be required to take any action in connection with any of the
foregoing matters referred to in clauses (i) and (ii) above (except to the extent otherwise expressly
required pursuant to this Agreement). The Certificate Administrator and the Trustee shall not at any time have any
responsibility or liability for or with respect to the legality, ownership, title, validity or enforceability of the Mortgage
or Collateral Security Documents or the Whole Loan, or the perfection, sufficiency and priority of the Mortgage or Collateral
Security Documents or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the
Trust Fund or its ability to generate the payments to be distributed to Certificateholders and the RR Interest Owner under
this Agreement, including, without limitation, the existence, condition and ownership of the Property; the existence and
enforceability of any hazard insurance thereon; the validity of the assignment of the Trust Loan to the Trust; the
performance or enforcement of the Trust Loan (other than with respect to the Servicer or Special Servicer, if the Trustee
shall assume the duties of the Servicer and/or Special Servicer, respectively, pursuant to Section 7.2 and then only
to the extent of the obligations of the Servicer or Special Servicer, as applicable, hereunder); the compliance by the
Depositor, the Loan Borrowers, the Servicer or the Special Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or representation made under this Agreement or in
any related document prior to the Trustee’s or the Certificate Administrator’s, as applicable, receipt of
notice or actual knowledge by a Responsible Officer of any noncompliance therewith or any breach thereof; any investment of
monies by or at the direction of the Servicer or the Special Servicer or any loss resulting therefrom; the failure of the
Servicer or the Special Servicer or any sub-servicer to act or perform any duties required of it hereunder; or any action by
the Certificate Administrator or the Trustee taken at the direction of the Servicer or the Special Servicer (other than with
respect to the Trustee if the Trustee shall assume the duties of the Servicer or the Special Servicer, respectively); provided, however,
that the foregoing shall not relieve the Certificate Administrator or the Trustee of its obligation to perform its duties
under this Agreement. Except with respect to a claim based on either the Certificate Administrator’s or the
Trustee’s negligent action, negligent failure to act or willful misconduct (or such other standard of care as may be
provided herein with respect to any particular matter), no recourse shall be had for any claim based on any provisions of
this Agreement, the Certificates, the RR Interest, the Mortgage, the Property, the Collateral Security Documents or the Trust
Loan or assignment thereof against the Certificate Administrator or the Trustee in its respective individual capacity, and
neither the Certificate Administrator nor the Trustee shall have any personal obligation, liability or duty whatsoever to any
Certificateholder or the RR Interest Owner or any other Person with respect to any such claim, and any such claim shall be
asserted solely against the Trust Fund or any indemnitor who shall furnish indemnity as provided in this Agreement. Neither
the Certificate


 



    -179-


     


    

 


Administrator nor the Trustee shall have any responsibility for filing any financing or continuation
statements in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to record this Agreement (unless, with respect to the Trustee, the Trustee shall have become
the successor Servicer or Special Servicer). Neither the Certificate Administrator nor the Trustee shall be accountable for
the use or application by the Depositor of any of the Certificates or the RR Interest or of the proceeds of such Certificates
or the RR Interest or for the use or application of any funds paid to the Servicer or the Special Servicer, as applicable, in
respect of the Trust Loan deposited into the Collection Account (except to the extent that the Collection Account or such
other account is held by the Certificate Administrator or the Trustee in its commercial capacity), or for investment of such
amounts (other than investments made with the Certificate Administrator or the Trustee in their commercial capacity).


 


The Trustee and the Certificate
Administrator, by reason of the action or inaction of its directors, officers, members, managers, partners, employees or agents
shall have no liability to the Trust, the Certificateholders, the Companion Loan Holder or the RR Interest Owner for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement or for actions taken or not taken
at the direction of Certificateholders, the Companion Loan Holder or the RR Interest Owner in accordance with this Agreement or
the Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the
Trustee, the Certificate Administrator or any such Person against any liability which would otherwise be imposed by reason of willful
misconduct, bad faith or negligence of the Trustee, the Certificate Administrator or any such Person. The Trustee, the Certificate
Administrator and any of its respective directors, officers, members, managers, partners, employees, Affiliates, agents or Controlling
Persons shall be indemnified by the Trust Fund pursuant to Section 3.4(c) out of amounts on deposit in the Collection Account,
and held harmless against any loss, liability, claim, demand or expense incurred in connection with or related to the Trustee’s
or the Certificate Administrator’s performance of its powers and duties under this Agreement (including, without limitation,
performance under Section 8.1 hereof), the Trust Loan, the Property or the Certificates or the RR Interest; provided,
however, that this provision shall not protect the Trustee, the Certificate Administrator or any such Person against any
breach of its representations or warranties made in this Agreement or any liability which would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence of the Trustee, the Certificate Administrator or any such Person. The indemnification
provided hereunder shall survive the resignation or removal of the Trustee or the Certificate Administrator and the termination
of this Agreement. Anything herein to the contrary notwithstanding, the Trustee shall be responsible for its acts or failure to
act as Servicer and/or Special Servicer during the time the Trustee is serving as such pursuant and subject to the terms of this
Agreement.


 


Section
8.4.     Trustee, the Custodian and Certificate Administrator May Own Certificates. The
Trustee and the Certificate Administrator in their individual or any other capacity may become the owner or pledgee of
Certificates with the same rights, powers, and privileges as it would have if they were not the Trustee or the Certificate
Administrator.


 


Section
8.5.     Trustee’s and Certificate Administrator’s Fees and Expenses. The Trustee
and the Certificate Administrator shall be entitled to the Trustee Fee and the Certificate


 



    -180-


     


    

 


Administrator Fee (excluding
the portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee),
respectively payable pursuant to Section 3.4(c). The Certificate Administrator shall pay a portion of the Certificate
Administrator Fee to the Trustee as the Trustee Fee. The Certificate Administrator Fee (which shall not be limited to any
provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Certificate
Administrator’s and the Trustee’s sole form of compensation for all services rendered by each entity in the
execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate
Administrator and the Trustee hereunder. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any
Companion Loan. The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses
and disbursements incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of
the provisions of this Agreement (including the fees and expenses of its counsel and of all Persons not regularly in its
employ), provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the
meaning of the REMIC Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful
misconduct or bad faith or which is expressly the responsibility of a Certificateholder or Certificateholders or RR Interest
Owner hereunder, all of which reimbursements to be paid from amounts deposited into the Collection Account pursuant to Section
3.4(c); provided, however, that neither the Trustee nor the Certificate Administrator shall refuse to
perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses so long as
payment of such fees and expenses are reasonably assured to it. The Trustee and the Certificate Administrator shall provide
the Servicer with an invoice, on or prior to each Loan Payment Date, setting forth the actual expenses incurred in connection
with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision
of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust
for an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring
duties hereunder unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.


 


Section
8.6.     Eligibility Requirements for the Trustee, the Custodian and the Certificate
Administrator; Errors and Omissions Insurance. (a) Each of the Trustee, the Custodian and the Certificate Administrator
hereunder shall at all times:


 


(i)            be
a corporation, association or trust company organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement;


 


(ii)           have
a combined capital and surplus of at least $50,000,000;


 


(iii)          have
a rating on its unsecured long-term debt of at least “A” by S&P and “A” by DBRS (or if not rated by
DBRS, an equivalent rating by at least two (2) NRSROs (which may include S&P)) or otherwise acceptable to S&P and DBRS
as confirmed by receipt of a Rating Agency Confirmation; provided, however, that the Trustee may maintain a rating of at least
“BBB” by S&P if the Servicer maintains a short-term rating of “A-2” by S&P and a long-term unsecured
debt rating of “A” by S&P;


 






    -181-


     


    




 


(iv)          be
subject to supervision or examination by federal or state authority; and


 


(v)           in
the case of the Trustee, not be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee
has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2).


 


If a corporation, association
or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for purposes of this Section the combined capital and surplus of such entity shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event that the place
of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local
jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to
(i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds
and continue as Trustee or the Certificate Administrator, as applicable, or (iii) administer the Trust Fund from a state and local
jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator, as applicable,
shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as
applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.


 


(b)           The
Trustee, the Custodian and the Certificate Administrator shall each obtain and maintain at its own expense, and keep in full force
and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering
the Trustee’s, the Custodian’s or the Certificate Administrator’s, as applicable, directors, officers and employees
acting on behalf of the Trustee, the Custodian or the Certificate Administrator, as applicable, in connection with its activities
under this Agreement. Such insurance policy shall protect the Trustee, the Custodian and the Certificate Administrator, as applicable,
against losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. The amount of coverage shall
be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Trustee,
the Custodian or the Certificate Administrator, as applicable. In the event that any such bond or policy ceases to be in effect,
the Trustee, the Custodian or the Certificate Administrator, as applicable, shall obtain a comparable replacement bond or policy.


 


Section
8.7.     Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator. Each of the Trustee,
the Custodian and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by
(i) giving written notice of resignation to the Depositor, the Loan Borrowers, the Servicer, the Special Servicer, the
Certificate Administrator, the Certificate Registrar (if other than the Certificate Administrator), the Companion Loan Holder
and subject to Section 10.16 and Section 10.17, the Rating Agencies and by mailing notice of resignation by
first class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register and the
RR Interest Owner, not less than 30 days before the date specified in such notice when, subject to Section 8.8, such
resignation is to take effect, and (ii) acceptance by a successor Trustee, successor Custodian or successor Certificate
Administrator appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section
8.6. Upon such notice


 



    -182-


     


    

 


of resignation, the Depositor shall promptly appoint a successor Trustee, Custodian or Certificate
Administrator, as applicable. If no successor Trustee, Custodian or Certificate Administrator shall have been so appointed
and shall have accepted appointment within 120 days after the giving of such notice of resignation, the resigning Trustee,
Custodian or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment
of a successor Trustee, Custodian or Certificate Administrator, as applicable. Other than as set forth to the contrary above,
the Trustee, Custodian or Certificate Administrator shall be required to bear all reasonable out-of-pocket costs and expenses
of each other party to this Agreement, the Trust and each Rating Agency in connection with any removal for cause or
resignation of such Trustee, Custodian or Certificate Administrator, except that any expenses associated with any petition to
a court shall be an expense of the Trust.


 


If at any time any of
the following occur: (x) the Trustee, Custodian or Certificate Administrator shall cease to be eligible in accordance with the
provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee, the Custodian or the Certificate
Administrator shall materially default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee,
the Custodian or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee, the Custodian or the Certificate Administrator or of either of their property shall be appointed,
or any public officer shall take charge or control of the Trustee, the Custodian or Certificate Administrator or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation then, in any such case, (1) the Depositor may remove
the Trustee, the Custodian or the Certificate Administrator, as applicable, and appoint a successor Trustee, Custodian or Certificate
Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy
of which instrument shall be delivered to the Trustee, the Custodian or the Certificate Administrator, as applicable, so removed
and one copy to the successor Trustee, Custodian or Certificate Administrator, as applicable, or (2) any Certificateholder or RR
Interest Owner who has been a bona fide Certificateholder or a RR Interest Owner for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee, the Custodian or
the Certificate Administrator and the appointment of a successor Trustee, Custodian or Certificate Administrator, as applicable.
Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee, Custodian or Certificate
Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor
Trustee, Custodian or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee, Custodian
or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded
by any successor Trustee, Custodian or Certificate Administrator, as applicable, appointed by the Certificateholders as provided
below within one year from the date of appointment by such court. Holders of Certificates having, in the aggregate, not less than
a majority of the aggregate Voting Rights of all then outstanding Certificates, may at any time remove the Trustee, the Custodian
or the Certificate Administrator upon 30 days’ written notice and appoint a successor Trustee, Custodian or Certificate Administrator,
as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized,
one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special
Servicer


 



    -183-


     


    

 


and the Loan Borrowers), one complete set to the Trustee, the Custodian or the Certificate Administrator, as applicable,
so removed and one complete set to the successor(s) so appointed; provided that such Certificateholders shall pay all the reasonable
costs and expenses of the Certificate Administrator and Trustee, as applicable, necessary to effect the transfer of the rights
and obligations of the Certificate Administrator or Trustee, as applicable, to a successor. Subject to Section 10.17, notice
of any removal of the Trustee, the Custodian or the Certificate Administrator and acceptance of appointment by the successor Trustee,
the Custodian or the Certificate Administrator shall be given to the Companion Loan Holder and the Rating Agencies by the successor
Trustee, the Custodian or the Certificate Administrator, as applicable. No removal of the Trustee, the Custodian or the Certificate
Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) have been
paid to the Trustee or Certificate Administrator, as applicable, in full.


 


Any resignation or removal
of the Trustee, Custodian or Certificate Administrator shall not become effective until acceptance of the appointment by the successor
Trustee, Custodian or Certificate Administrator, as applicable, as provided in Section 8.8.


 


Section
8.8.     Successor Trustee or Successor Certificate Administrator. Any successor Trustee, Custodian or Certificate
Administrator appointed as provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the
Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such
appointment hereunder and (ii) making the representations and warranties of the Trustee, the Custodian or the Certificate
Administrator, as applicable, as provided in Section 2.3 and Section 2.7, respectively, and thereupon the
resignation or removal of the predecessor trustee, custodian or certificate administrator shall become effective and such
successor Trustee, Custodian or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as
if originally named as trustee or certificate administrator herein. The predecessor Certificate Administrator shall deliver
or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage File and related documents
and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor trustee or
certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor Trustee, Custodian or Certificate Administrator all such
rights, powers, duties and obligations.


 


No successor Trustee,
Custodian or Certificate Administrator shall accept appointment as provided in this Section unless at the time of such acceptance
such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and its appointment
shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior
to the resignation or termination of the Trustee or Certificate Administrator).


 


Upon acceptance of appointment
by a successor Trustee, Custodian or Certificate Administrator as provided in this Section, the successor Trustee, Custodian or
Certificate Administrator shall mail notice of the succession of such trustee or certificate administrator hereunder to all Holders
of Certificates and the RR Interest Owner at their addresses as shown in


 



    -184-


     


    

 


the Certificate Register, the Depositor, the Loan Borrowers,
the Companion Loan Holder and the Rating Agencies.


 


Section
8.9.     Merger or Consolidation of the Trustee, the Custodian or the Certificate
Administrator. Any Person into which the Trustee, the Custodian or the Certificate Administrator may be merged or
converted or with which either may be consolidated or any Person resulting from any merger, conversion or consolidation to
which the Trustee, the Custodian or the Certificate Administrator shall be a party, or any Person succeeding to all or
substantially all of the corporate trust business of the Trustee, the Custodian or the Certificate Administrator shall be the
successor of the Trustee, the Custodian or the Certificate Administrator, as applicable, hereunder; provided that such
Person shall be eligible under the provisions of Section 8.6, without the execution or filing of any paper or further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section
8.10.     Appointment of Co-Trustee or Separate Trustee. (a) At any time or times, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Property may at the time be located or
in which any action of the Trustee may be required to be performed or taken, the Trustee, the Depositor or the Holders of
Certificates having, in the aggregate, a majority of the Voting Rights of all then outstanding Certificates, by an instrument
in writing signed by it or them, may appoint one or more individuals or corporations to act as separate trustee or separate
trustees or co-trustees, acting jointly with the Trustee, of all or any part of such Property, to the full extent that local
law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act.
The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust Fund pursuant to Section
3.4(c).


 


(b)           The
Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction
or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights
or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the
Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment,
and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or
the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the terms of
this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed
shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate
trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact
and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her
or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
the title to the Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee
shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate
trustee or co-trustee unless and until a successor is appointed.


 


(c)           All
provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply to
each separate trustee or co-trustee


 



    -185-


     


    

 


appointed pursuant to the foregoing provisions of this Section 8.10, and to the Trustee
and Certificate Administrator in each capacity that it may assume hereunder, including without limitation, its capacity as Custodian,
17g-5 Information Provider, Certificate Registrar and Authenticating Agent, as applicable.


 


(d)           Every
co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act,
subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the Trustee in
respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised or performed by
the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee
or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee shall be exercised hereunder
by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee and (iv) no trustee hereunder
shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If, at any time, the
Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver
all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing,
the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or
responsibilities in any way or to any degree.


 


(e)           Any
request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such
co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)            Notwithstanding
any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the
Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.


 


Section
8.11.     Appointment of Authenticating Agent. (a) The Certificate Administrator may appoint
an agent or agents which shall be authorized to act on behalf of the Certificate Administrator to authenticate Certificates
(each such agent, an “Authenticating Agent”), and Certificates so authenticated shall be entitled to the
benefits of this Agreement and shall be valid and obligatory for all purposes as if authenticated by the Certificate
Administrator hereunder. Wherever a reference is made in this Agreement to the authentication and delivery of Certificates by
the Certificate Administrator or the Certificate Administrator’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Certificate Administrator by an Authenticating Agent and a
certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each
Authenticating Agent shall, at all times, be a corporation or association organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia, authorized under such law to act as
Authenticating Agent, having a combined capital


 



    -186-


     


    

 


and surplus of not less than $15,000,000, authorized under such laws to do
trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If, at any
time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. The initial
Authenticating Agent shall be the Certificate Administrator.


 


(b)           Any
Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the
corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person
shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of
the Certificate Administrator or the Authenticating Agent.


 


(c)           An
Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to the Certificate
Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer or
Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such a termination, or
in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the
Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice of such appointment by first
class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register and the RR
Interest Owner. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein.
No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.


 


Section
8.12.     Indemnification by the Trustee, the Custodian and the Certificate Administrator. The Trustee, the Custodian
and the Certificate Administrator, as applicable, shall indemnify and hold harmless the Trust, the Companion Loan Holder, the
Servicer, the Special Servicer, the Depositor and each other from and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust, the
Companion Loan Holder, the Servicer, the Special Servicer or the Depositor, as applicable, that arise out of or are based
upon (i) a breach by the Trustee, the Custodian or the Certificate Administrator, as applicable, of its representations and
warranties under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Trustee, the Custodian
or the Certificate Administrator, as applicable, in the performance of its obligations under this Agreement or its reckless
disregard of its obligations and duties under this Agreement.


 






    -187-


     


    




 


Section
8.13.     Certificate Administrator and Servicer Not Responsible for Inconsistent Payment
Information. In connection with any Distribution Date and a voluntary prepayment or the payment at maturity by the Loan
Borrowers of the Whole Loan or any portion thereof, the Certificate Administrator shall report the amount of such prepayment
or payment to the Depository based on information received from the Servicer or Special Servicer in reliance on notices
received from the Loan Borrowers. In the event of any inconsistencies in payments or prepayments made by the Loan Borrowers
with the previously delivered notices by the Loan Borrowers, all costs and expenses incurred as a result of a failure by the
Loan Borrowers to make any such payments or prepayment, shall be paid by the Loan Borrowers in accordance with the Loan
Agreement provided that the amount of payment reported to the Depository by the Certificate Administrator was
consistent with the information received from the Servicer or Special Servicer. If the Loan Borrowers fail to do so,
such costs and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or Special Servicer, as
applicable, by the Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the
Certificate Administrator, the Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository
to make a distribution as a result of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator
shall notify the Depository on the Remittance Date or as soon as reasonably possible of any such inconsistencies.


 


Section
8.14.     Access to Certain Information. (a) The Certificate Administrator shall afford to
any Privileged Person (including the Controlling Class Representative) and to the Office of the Comptroller of the Currency,
the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or RR
Interest Owner, access to any documentation regarding the Trust Loan or the other assets of the Trust Fund that are in its
possession or within its control (or, upon request, make copies thereof available to any Privileged Person at the reasonable
cost and expense of such Privileged Person). Such access shall be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Certificate Administrator.


 


(b)          The
Certificate Administrator shall make available to Privileged Persons, via the Certificate Administrator’s Website, the following
items (to the extent such items were prepared by or delivered to the Certificate Administrator in a readable, uploadable, un-corrupted
and un-locked electronic format):


 


(i)           The
following “deal documents”:


 


(A)          the
Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Loan Purchase
Agreement and any amendments and exhibits hereto or thereto; and


 


(C)          the
CREFC® Loan Setup File delivered to the Certificate Administrator by the Servicer.


 






    -188-


     


    




 


(ii)          The
following “periodic reports”:


 


(A)          all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and


 


(B)          all
CREFC® Reports prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a) other
than the CREFC® Loan Setup File;


 


(iii)         The
following “additional documents”:


 


(A)          summaries
of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)          all
inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;


 


(C)          all
Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a); and


 


(D)          the
CREFC® Appraisal Reduction Amount Template;


 


(iv)         The
following “special notices”:


 


(A)          any
notice of final payment on the Certificates or the RR Interest delivered to the Certificate Administrator pursuant to Section
4.1(e);


 


(B)          any
notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section
7.1(c);


 


(C)          any
notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant
to Section 7.1(b);


 


(D)          any
notice of a Consultation Termination Event or Control Termination Event, as determined each month after the Certificate Administrator
complies with its obligation to prepare the related Distribution Date Statement pursuant to Section 4.4;


 


(E)          any
request by the Holders of Certificates representing at least 25% of the Voting Rights to terminate the Special Servicer pursuant
to Section 7.1(d);


 


(F)          any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or the successor Certificate Administrator pursuant to Section 8.7;


 


(G)          any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Servicer’s
or the Trustee’s, as the case


 



    -189-


     


    

 


may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
pursuant to Section 3.23(f);


 


(H)          any
Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(I)           any
assessment of compliance delivered to the Certificate Administrator pursuant to Section 11.7;


 


(J)           any
attestation report delivered to the Certificate Administrator pursuant to Section 11.9;


 


(K)          any
amendment to this Agreement; and


 


(L)          any
notice or documents provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate Administrator
to post to the “Investor Notices” tab;


 


(v)          the
“Investor Notices” tab, which will include, to the extent provided to the Certificate Administrator by or on behalf
of the Sponsor, any notice of noncompliance of the applicable Credit Risk Retention Rules by the Sponsor, as and to the extent
the Sponsor is required under the Credit Risk Retention Rules;


 


(vi)         the
“Investor Q&A Forum” pursuant to Section 4.5(a); and


 


(vii)        solely
to Certificateholders and Beneficial Owner of Certificates and the RR Interest Owner, the “Investor Registry” pursuant
to Section 4.5(b).


 


In lieu of the tabs or
headings otherwise described above, the Certificate Administrator shall be authorized to use such other headings and labels as
it may reasonably determine from time to time.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Investor Notices” tab described in clause (v) above,
provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access
to the Certificate Administrator’s Website that a notice has been posted to the “investor notices” tab.


 


In connection with providing,
or causing to be provided, access to or copies of the items described in the preceding paragraph pursuant to this Section 8.14(b),
the Certificate Administrator shall require: (a) in the case of Certificateholders and the RR Interest Owner, an Investor Certification
executed by the requesting Person indicating that such Person is a Holder of Certificates or a the RR Interest Owner and will keep
such information confidential (except that such Certificateholder or the RR Interest Owner may provide such information to its
auditors, legal counsel and regulators and to any other Person that holds or is contemplating the purchase of any Certificate or
the RR Interest or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (b) in the case of a prospective purchaser of a Certificate
or


 



    -190-


     


    

 


the RR Interest or an interest therein or a licensed or registered investment advisor acting on behalf of such purchaser, an
Investor Certification indicating that such Person is a prospective purchaser of a Certificate or the RR Interest an interest therein
and is requesting the information for use in evaluating a possible investment in Certificates or RR Interest and will otherwise
keep such information confidential.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “Investor Notices” tab described in clause (iv)
above and the “Investor Notices” tab described in clause (v) above, include a fixed statement in the Distribution
Date Statement that special notices and risk retention notices, if any can be found on the “Investor Notices” tab.


 


Upon delivery by the
Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information
Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing
17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the
Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 8.14(b). The Depositor
shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other
information on the 17g-5 Information Provider’s Website to any designee or other third party.


 


Except as otherwise provided
in this Agreement and subject to Section 6.3(a), the Certificate Administrator shall not be liable for providing or disseminating
information in accordance with the terms of this Agreement. The Certificate Administrator shall not be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 8.14(b) unless such information was produced by the Certificate Administrator. The obligations of the Certificate
Administrator to provide access to those certain documents, information and other items described in this Section 8.14 shall
extend only to those such documents, information and other items actually in possession of the Certificate Administrator. The Certificate
Administrator may deny any of the foregoing Privileged Persons access to confidential information with respect to which the Certificate
Administrator is restricted from disclosing by applicable law.


 


(c)           The
Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available
through its website or otherwise, any CREFC® Reports and any additional information relating to the Whole Loan,
the Property or the Loan Borrowers, for review by any Privileged Person, and subject to Section 10.16 and Section 10.17,
the Rating Agencies, in each case except to the extent doing so is prohibited by this Agreement, applicable law or by the Loan
Documents. Each of the Servicer and Special Servicer shall be entitled to (i) indicate the source of such information and affix
thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except
for the Depositor and the Certificate Administrator, enter into an Investor Certification or other confidentiality agreement acceptable
to the Servicer or Special Servicer, as the case may be, and (B) acknowledge that the Servicer or the Special Servicer may contemporaneously
provide such information to any other Privileged Person. In addition, to the extent access to such information is provided via
the Servicer’s or the Special Servicer’s website, the Servicer and the Special Servicer may require registration and
the acceptance of a reasonable


 



    -191-


     


    

 


and customary disclaimer and/or an additional or alternative agreement as to the confidential nature
of such information. In connection with providing access to or copies of the items described in this Section 8.14(c) to
current and prospective Certificateholders or RR Interest Owner the form of confidentiality agreement used by the Servicer or the
Special Servicer, as applicable, shall require: (a) in the case of a Certificateholder or the RR Interest Owner or a licensed or
registered investment advisor acting on behalf of such Certificateholder or RR Interest Owner, an Investor Certification executed
by the requesting Person indicating that such Person is a Holder of Certificates or is the RR Interest Owner and will keep such
information confidential (except that such Certificateholder or the RR Interest Owner may provide such information (x) to its auditors,
legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or the
RR Interest or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (b) in the case of a prospective purchaser of Certificates
or interests therein or the RR Interest or a licensed or registered investment advisor acting on behalf of such prospective purchaser,
an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or the RR Interest or an interest
therein and is requesting the information for use in evaluating a possible investment in Certificates or the RR Interest and will
otherwise keep such information confidential.


 


Except as otherwise provided
in this Agreement and subject to Section 6.3(a), neither the Servicer nor the Special Servicer shall be liable for the dissemination
of information in accordance with this Agreement. Neither the Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 8.14(c) unless such information was produced by the Servicer or Special Servicer, as applicable.


 


(d)           The
Certificate Administrator shall maintain at its offices (and, upon reasonable prior written request and during normal business
hours, shall make available, or cause to be made available) for review by any Privileged Person originals or copies of the following
items (to the extent such items are in the Certificate Administrator’s possession):


 


(i)            the
Offering Circular;


 


(ii)           this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date (if any), the
Loan Purchase Agreement and any amendments and exhibits hereto or thereto;


 


(iii)          all
Distribution Date Statements and all CREFC® Reports actually delivered or otherwise made available to Certificateholders
and the RR Interest Owner pursuant to Section 4.4(a) of this Agreement since the Closing Date;


 


(iv)          any
assessment of compliance delivered to the Certificate Administrator pursuant to Section 11.7;


 


(v)           any
attestation report delivered to the Certificate Administrator pursuant to Section 11.9;


 






    -192-


     


    




 


(vi)          the
most recent inspection report prepared by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to
the Certificate Administrator in pursuant to Section 3.22 of this Agreement;


 


(vii)         any
and all notices and reports delivered to the Certificate Administrator with respect to the Property as to which the environmental
testing contemplated by Section 3.12(d) of this Agreement revealed that neither of the conditions set forth in clauses (i)
and (ii) thereof was satisfied;


 


(viii)        the
Mortgage File, including any and all modifications, waivers and amendments of the terms of the Whole Loan entered into or consented
to by the Servicer or the Special Servicer and delivered to the Certificate Administrator pursuant to Section 3.24 of this
Agreement;


 


(ix)          the
summary of each Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10(h) of this Agreement;


 


(x)           the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for the Property, together with the other information specified in
Section 3.18 of this Agreement;


 


(xi)          any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s
or the Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xii)         notice
of termination or resignation of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee (and appointments
of successors thereto);


 


(xiii)        all
Special Notices;


 


(xiv)        any
Appraisals, environmental site assessments, property condition assessments and seismic reports relating to the Property; and


 


(xv)         any
other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A.


 


The Certificate Administrator
shall provide, or cause to be provided, copies of any and all of the foregoing items upon reasonable written request of any of
the parties set forth in the previous sentence at the reasonable expense of the requesting party.


 


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 






    -193-


     


    



 


Article 9



TERMINATION


 


Section
9.1.     Termination.
(a)   The respective obligations and responsibilities of the
Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee created hereby (other than the
obligation to make certain payments on the Companion Loan Holder and the obligation of the Certificate Administrator to make
certain payments to Certificateholders and the RR Interest Owner after the final Distribution Date, other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain
books and records of the Trust Fund for such period of time as it maintains its own books and records and other than the
indemnification rights and obligations of the parties hereto) shall terminate upon the last action required to be taken by
the Certificate Administrator on the final Distribution Date pursuant to this Article 9 following the later of (i)
the final payment on the Certificates and the RR Interest or (ii) the liquidation of the Trust Loan (including, without
limitation, the sale of the Trust Loan pursuant to this Agreement) or the liquidation or abandonment of the Property and all
other Collateral for the Whole Loan; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of
the United States to the Court of St. James’s, living on the date hereof.


 


(b)          On
the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a person other than
the Certificateholders or the RR Interest Owner, shall be applied generally as described in Section 4.1.


 


(c)          Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date)
upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of
the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
and the RR Interest Owner mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of
the Certificates and the RR Interest shall be made upon presentation and surrender of Certificates at the office or agency of the
Certificate Administrator therein designated, (B) the amount of any such final payment and (C) that the Record Date otherwise applicable
to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the
office or agency of the Certificate Administrator therein specified.


 


Section
9.2.     Additional Termination Requirements. In connection with any termination pursuant to Section
9.1 other than final payment on the Trust Loan, the Trust Fund shall be terminated in accordance with the following
additional requirements, unless the Certificate Administrator has obtained at the expense of the Trust, an Opinion of Counsel
that any other manner of terminating either the Lower-Tier REMIC or the Upper-Tier REMIC will not subject the Trust Fund, the
Lower-Tier REMIC or the Upper-Tier REMIC to federal income tax:


 


(i)           Within
eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the
90-day liquidation period of


 



    -194-


     


    

 


the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from the Certificate
Administrator to the Certificateholders and the RR Interest Owner as soon as practicable prior to such final Distribution Date,
and shall specify such date in the final tax return of each such Trust REMIC;


 


(ii)          At
or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution Date, the
Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust Fund;
and


 


(iii)         At
or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited to the
Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC to be distributed
to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class R Certificates
(in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as part of the Upper-Tier REMIC to be
distributed to the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest) and
the RR Interest Owner in accordance with Section 4.1(a), Section 4.1(b) and Section 4.1(g).


 


Section 9.3.     Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


Article 10



MISCELLANEOUS PROVISIONS


 


Section 10.1.  Amendment.  (a)
  This Agreement may be amended from time to time by the parties hereto, without the consent of any
of the Certificateholders, the Companion Loan Holder or the RR Interest Owner:


 


(i)           to
correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of this Agreement;


 


(ii)          to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering
Circular with respect to the Certificates, the RR Interest, the Trust or this Agreement to correct or supplement any of its provisions
which may be inconsistent with any other provisions in this Agreement, or to correct any error;


 


(iii)         to
change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account,
provided that (A) the Remittance Date may in no event be later than the Business Day prior to the related Distribution Date
and (B) (1) the change would not adversely affect in any material respect the interests of any Certificateholder, the Companion
Loan Holder or RR Interest Owner, as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment or
at the expense of the Trust Fund if the requesting party is the Trustee or


 



    -195-


     


    

 


the Certificate Administrator) or (2) a Rating Agency
Confirmation is obtained (at the expense of the party requesting the amendment or at the expense of the Trust Fund if the requesting
party is the Trustee or the Certificate Administrator);


 


(iv)         to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate or the RR Interest is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against the Lower-Tier
REMIC or the Upper-Tier REMIC; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting the amendment or if the requesting party is the Certificate Administrator or the Trustee,
at the expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates or the RR Interest Owner or (B) to the extent necessary to comply with the Investment Company
Act of 1940, as amended, the Trust Indenture Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory
actions and/or interpretations;


 


(v)          to
modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax
with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further, that the
Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)         to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action will not adversely affect in any material respect the interests of any Certificateholder, the Companion
Loan Holder or the RR Interest Owner not consenting to such amendment, as evidenced by (a) an Opinion of Counsel (at the expense
of the party requesting the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the
requesting party) and (b) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the expense
of the Trust Fund if the requesting party is the Trustee or the Certificate Administrator;


 


(vii)        to
amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates
by any Rating Agency; provided that such amendment does not adversely affect in any material respect the interests of any
Certificateholder, the Companion Loan Holder or the RR Interest Owner;


 


(viii)       to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (a) the Depositor, the Servicer,
the Certificate Administrator and the Trustee, determine that the commercial mortgage backed securities industry standard for such
provisions has changed, in order to conform to such industry


 



    -196-


     


    

 


standard, (b) such modification does not adversely affect the status
of the Upper-Tier REMIC or the Lower-Tier REMIC, as evidenced by an Opinion of Counsel (at the expense of the party requesting
the amendment or at the expense of the Trust Fund if the Trustee or the Certificate Administrator is the requesting party) and
(c) a Rating Agency Confirmation (at the expense of the party requesting the amendment or at the expense of the Trust Fund if the
requesting party is the Trustee or the Certificate Administrator) is obtained;


 


(ix)         to
modify the procedures set forth in this Agreement relating to Exchange Act Rule 17g-5 or Rule 15Ga-1 compliance; and


 


(x)          to
modify, eliminate or add to any of this Agreement provisions in the event the Credit Risk Retention Rules or any other rules and
regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent
required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal,
in each case with the consent of the RR Interest Owner.


 


Notwithstanding the foregoing,
no such amendment to this Agreement contemplated by this Section 10.1(a) shall be permitted if the amendment would (i) reduce
the consultation rights or the right to receive information under this Agreement of the Controlling Class Representative or the
Risk Retention Consultation Party without the consent of the Controlling Class Representative or the Risk Retention Consultation
Party, respectively, (ii) change in any manner the obligations or rights of the Sponsor under the Loan Purchase Agreement or this
Agreement without the consent of the Sponsor, (iii) change in any manner the obligations or rights of the Initial Purchaser without
the consent of the Initial Purchaser or (iv) adversely affect the Companion Loan Holder in its capacity as such without its consent.


 


(b)          This
Agreement may also be amended by the parties to this Agreement with the consent of the RR Interest Owner (if affected by such amendment)
and the consent of the Holders of Certificates of each Class adversely affected by such amendment evidencing, in each case, not
less than 51% of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of
the Certificates or the RR Interest Owner, except that the amendment may not (1) reduce in any manner the amount of, or delay the
timing of, payments received on the Trust Loan that are required to be distributed on any Certificate or the RR Interest; (2) alter
in any manner the liens on any Collateral securing payments of the Trust Loan; (3) alter the obligations of the Servicer or the
Trustee to make an Advance or alter the Accepted Servicing Practices; (4) change the percentages of Voting Rights or Percentage
Interests of Certificateholders that are required to consent to any action or inaction under this Agreement; (5) adversely affect
the Controlling Class Representative or the Risk Retention Consultation Party without consent of 100% of the Controlling Class
Certificateholders or the RR Interest Owner, respectively or (6) amend this Section 10.1.


 


(c)          Notwithstanding
the foregoing, no amendment to this Agreement may be made that (i) would cause the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as


 



    -197-


     


    

 


a REMIC for federal income tax purposes (as may be evidenced by an Opinion of Counsel), (ii) would cause any
REMIC related to any Companion Loan Securities to fail to qualify as a REMIC under the Code or (iii) changes in any manner the
obligations of the Sponsor under the Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, Servicer, Special
Servicer or Certificate Administrator may, but will not be obligated to, enter into any amendment to this Agreement that it determines
affects its rights, duties or immunities or creates any additional liability for the Trustee, Servicer, Special Servicer or Certificate
Administrator under this Agreement.


 


(d)          It
shall not be necessary for the consent of Certificateholders or RR Interest Owner under this Section 10.1 to approve the
particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders and the RR
Interest Owner shall be subject to such reasonable regulations as the Certificate Administrator may prescribe.


 


(e)          Notwithstanding
the foregoing, no amendment may be made to this Agreement unless the Certificate Administrator, the Trustee, the Servicer and the
Special Servicer have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at the Trust
Fund’s expense if the Trustee or the Certificate Administrator is the requesting party) to the effect that the amendment
is authorized or permitted under this Agreement and all conditions precedent have been met and that the amendment or the exercise
of any power granted to the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee or any other
specified person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


(f)           Promptly
after the execution of any amendment to this Agreement or any amendment to the Loan Purchase Agreement, the Certificate Administrator
shall post a copy of such amendment on the Certificate Administrator’s Website and furnish written notification of the substance
of such amendment to each Certificateholder, the RR Interest Owner, the Risk Retention Consultation Party, the Depositor, the Servicer,
the Special Servicer, the Initial Purchaser, the Companion Loan Holder and, subject to Section 10.17, the Rating Agencies.


 


(g)          In
the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 10.1 shall
be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable,
and, to the extent required by this Section 10.1, the required Certificateholders and the RR Interest Owner.


 


(h)          Unless
otherwise specified in Section 10.1(a), the costs and expenses associated with any such amendment, including without limitation,
Opinions of Counsel and a Rating Agency Confirmations, shall be borne by the party requesting such amendment (or, if such amendment
is required by any of the Rating Agencies to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator
for any purpose described in Section 10.1(a) (which do not modify or otherwise relate solely to the obligations, duties
or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor and, if neither the Depositor
nor any successor thereto is in existence, the Trust Fund).


 






    -198-


     


    

 


Section 10.2.  Recordation
of Agreement; Counterparts.  (a) This Agreement or an abstract hereof, if acceptable by the applicable recording
office, is subject to recordation in all appropriate public offices for real property records in the county in which the Property
subject to the Mortgages is situated, and in any other appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the interests of the Certificateholders and the RR Interest
Owner.


 


(b)          For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in
Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart
of this Agreement.


 


Section
10.3.   Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS
AGREEMENT AND Any claim, controversy or dispute arising under or related to this AGREEMENT, THE RELATIONSHIP OF THE
PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


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


 


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


 






    -199-


     


    

 


Section
10.4.   Notices. All demands, notices and communications hereunder shall be in writing, shall be deemed
to have been given upon receipt (except that notices to Holders of any Class of Certificates held in registered, definitive
form shall be deemed to have been given upon being sent by first class mail, postage prepaid) as follows:


 


If to the Trustee, to:



U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Chicago, Illinois 60603

Attention: CMBS Account Management—GS 2017-SLP

Facsimile No.: (866) 807-8670

Email: cmbs.transactions@usbank.com


 


If to the Custodian, to:



U.S. Bank National Association

1133 Rankin Street, Suite 100

St. Paul, Minnesota 55116

Attention: GS Trust 2017-SLP

Facsimile No.: (651) 695-6102

Email: cmbs.transactions@usbank.com


 


If to the Certificate Administrator,
to:



U.S. Bank National Association

1905 LaSalle Street, 7th Floor

Mail Code MK-IL-SL7C

Chicago, Illinois 60603

Attention: GS Trust 2017-SLP

Facsimile No.: (866) 807-8670

Email: cmbs.transactions@usbank.com


 


If to the Depositor, to:


 


GS Mortgage Securities Corporation
II

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com


 


with copies to:


 






    -200-


     


    

 


GS Mortgage Securities Corporation
II

6011 Connection Drive

Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Email: joe.osborne@gs.com


 


If to the Servicer, to:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo





MAC D1050-084, 401 South Tryon Street,
8th Floor

Charlotte, North Carolina 28202

Attention: GSMS 2017-SLP Asset Manager

Fax Number: (704) 715-0036





Email: commercial.servicing@wellsfargo.com


 


with copies to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Fax Number: (704) 383-0353

Reference: GSMS 2017-SLP


 


with any notice relating to the
Rating Agency Q & A Forum & DOC Request Tool:



RAInvRequests@wellsfargo.com


 


with any notice relating to the
Investor Q & A Forum:



REAM_InvestorRelations@wellsfargo.com


 


with copies to:


 


K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Fax Number: (704) 353-3190


 






    -201-


     


    

 


If to the Special Servicer,
to:



Wells Fargo Bank, National Association

Commercial Mortgage Special Servicing

Three Wells Fargo


MAC D1050-084, 401 South Tryon Street,
8th Floor

Charlotte, North Carolina 28202

Attention: GS 2017-SLP Special Servicing – Daniel Marthinsen

Fax Number: (704) 715-0055


 


Email: Dan.marthinsen@wellsfargo.com


 


with copies to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Fax Number: (704) 383-0353

Reference: GS 2017-SLP


 


with copies to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Fax Number: (704) 353-3190


 


If to the Sponsor, to:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com


 


with copies to:


 


Goldman Sachs Mortgage Company

6011 Connection Drive

Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Email: joe.osborne@gs.com


 


If to the initial Controlling
Class Representative, to:


 






    -202-


     


    

 


PIMCO Tactical Opportunities Master
Fund Ltd.


650 Newport Center Dr


Newport Beach, CA 92657


 


If to any Certificateholder,
to:


 


the address set forth in the Certificate
Register


 


If to the Loan Borrowers:


 


at the respective addresses therefor
set forth in the Loan Agreement


 


If to the RR Interest Owner,
to:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with a copy to:


 


Joe Osborne

200 West Street

New York, New York 10282

E-mail: joe.osborne@gs.com


 


If to the Risk Retention Consultation
Party:


 


Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

E-mail: leah.nivison@gs.com


 


with a copy to:


 


Joe Osborne

200 West Street

New York, New York 10282

Fax number: (212) 291-5318

E-mail: joe.osborne@gs.com


 


or, in the case of the parties to this
Agreement, to such other address as such party shall specify by written notice to the other parties hereto.


 


Section 10.5.  Notices
to the Rating Agencies.   The Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall not provide any information


 



    -203-


     


    

 


regarding the Trust Fund to the Rating Agencies upon receipt of a request by the Rating Agencies
therefor but shall, upon receipt of a reasonable request for information pertaining to this transaction, to the extent such party
has or can obtain such information without unreasonable effort or expense, provide such information to the 17g-5 Information Provider
in accordance with the procedures set forth in Section 10.16 and Section 10.17; provided, that the 17g-5
Information Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the
failure to deliver such information shall not constitute a Servicer Termination Event or Special Servicer Termination Event, as
the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



S&P Global Ratings, acting through

Standard & Poor’s Financial Services LLC

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


DBRS, Inc.


333 West Wacker Drive, Suite 1800


Chicago, Illinois 60606


Attention: CMBS Surveillance


Facsimile number: (312) 332-3492


Email: cmbs.surveillance@dbrs.com


 


Section 10.6.   Severability
of Provisions.    If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or
the RR Interest or the rights of the Holders thereof.


 


Section 10.7.   Limitation
on Rights of Certificateholders and the RR Interest Owner.    The death or incapacity of any Certificateholder
or RR Interest Owner shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s
or RR Interest Owner’s legal representative or heirs to claim an accounting or to take any action or to commence any proceeding
in any court for a petition or winding up of the Trust Fund, or otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.


 


No Certificateholder
or RR Interest Owner, solely by virtue of its status as a Certificateholder or RR Interest Owner, shall have any right to vote
(except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations
of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders or RR Interest Owner from


 



    -204-


     


    

 


time to time as partners or members of an association; nor shall any
Certificateholders or RR Interest Owner be under any liability to any third party by reason of any action by the parties to this
Agreement pursuant to any provision hereof.


 


No Certificateholder
or RR Interest Owner, solely by virtue of its status as a Certificateholder or RR Interest Owner, shall have any right by virtue
or by availing itself of any provisions of this Agreement or the Certificates to institute any suit, action or proceeding in equity
or at law upon or under or with respect to this Agreement or any Certificate, unless such Holder previously shall have given to
the Trustee a written notice of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of
the continuance thereof, as herein before provided, and unless the Holders of Certificates having not less than 25% of the Voting
Rights of all then outstanding Certificates shall also have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding;
it being understood and intended, and being expressly covenanted by each Certificateholder and the RR Interest Owner with every
other Certificateholder, RR Interest Owner and the Trustee, that no one or more Holders of Certificates or RR Interest Owner shall
have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement or the
Certificates to affect, disturb or prejudice the rights of the Holders of any other of the Certificates or the RR Interest Owner,
or to obtain or seek to obtain priority over or preference to any other such Holder or RR Interest Owner except as provided herein
with respect to entitlement to payments or to enforce any right under this Agreement or the Certificates, except in the manner
herein provided and for the common benefit of all Certificateholders and the RR Interest Owner. For the protection and enforcement
of the provisions of this Section, each and every Certificateholder, RR Interest Owner and the Trustee shall be entitled to such
relief as can be given either at law or in equity.


 


Section 10.8.  Certificates
and RR Interest Nonassessable and Fully Paid.  The Certificateholders and the RR Interest Owner shall not be personally
liable for obligations of the Trust Fund, the interests in the Trust Fund represented by the Certificates and the RR Interest
shall be nonassessable for any reason whatsoever, and the Certificates and the RR Interest, upon due authentication thereof by
the Certificate Administrator pursuant to this Agreement, are and shall be deemed fully paid.


 


Section 10.9.   Reproduction
of Documents.    This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.


 






    -205-


     


    

 


Section
10.10. No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint
venture between the parties hereto.


 


Section 10.11. Actions
of Certificateholders and the RR Interest Owner.  (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by Certificateholders and/or the RR Interest Owner may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders or RR
Interest Owner in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee or Certificate Administrator and, where
required, to the Depositor, the Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Certificate Administrator,
the Trustee, the Depositor, the Servicer and the Special Servicer if made in the manner provided in this Section.


 


(b)          The
fact and date of the execution of any Certificateholder or the RR Interest Owner of any such instrument or writing may be proved
in any reasonable manner which the Trustee or Certificate Administrator deems sufficient.


 


(c)          Any
request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer or the Special
Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)          The
Certificate Administrator and the Trustee may require additional proof of any matter referred to in this Section as it shall deem
reasonably necessary.


 


Section 10.12. Successors
and Assigns.   The rights and obligations of any party hereto shall not be assigned (except pursuant to Sections
6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other parties
hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer, the
Certificate Administrator, the Custodian, the 17g-5 Information Provider and the Trustee and their respective permitted successors
and assigns. No Person other than a party to this Agreement, the Initial Purchaser, any Certificateholder and the RR Interest
Owner shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the
foregoing, the parties to this Agreement specifically agree that (i) the Sponsor shall be a third-party beneficiary of this Agreement
with respect to any provisions relating to the Sponsor, (ii) unless it is the Loan Borrower or an Affiliate thereof, the Companion
Loan Holder shall be a third-party beneficiary of this Agreement with respect to the rights afforded it under this Agreement,
(iii) each Other Depositor and Other Exchange Act Reporting Party shall be third-party beneficiary of this Agreement with respect
to its rights under Article 11, and (iv) no Loan Borrowers, property manager or other party to the Whole Loan is an intended third-party
beneficiary of this Agreement (provided that the Loan Borrowers shall be entitled to notices to the extent expressly provided
herein).


 






    -206-


     


    

 


Section 10.13. Acceptance
by Authenticating Agent, Certificate Registrar.   The Certificate Administrator hereby accepts its appointment as
Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each such
capacity pursuant to the terms of this Agreement.


 


Section
10.14. Streit Act.  Any provisions required to be contained in this Agreement by Section 126 and/or
Section 130-k or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be
in addition to those conferred or imposed by this Agreement; provided, however, that to the extent that such
Section 126 and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be
repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or
Section 130-k shall cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between
the provisions of this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such
mandatory provisions of said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this
Agreement, should at any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be
inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.


 


Section 10.15. Assumption
by Trust of Duties and Obligations of the Sponsor Under the Loan Documents.  The Trustee on behalf of the Trust
as assignee of the Trust Loan and the Certificate Administrator, the Servicer and Special Servicer hereby acknowledge that, subject
to Section 10.18, the Trust assumes all of the rights and obligations of the Sponsor as lender under the Loan Documents
and agrees to be bound thereby, and in accordance with the terms thereof. Such acknowledgement on behalf of the Trust is made
by the Trustee in the exercise of the powers and authority conferred and vested in it and is intended for the purpose of binding
only the Trust. Nothing contained in this Section shall be construed as creating any liability on the part of the Trustee, individually
or personally, it being agreed that all liabilities and obligations being acknowledged as assumed are solely those of the Trust,
and under no circumstances shall the Trustee be liable personally for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Agreement, any Loan Document or any related document.


 


Section 10.16. Notice
to Each Rating Agency.  (a) The Certificate Administrator shall use its commercially reasonable efforts to promptly
provide notice to the 17g-5 Information Provider by e-mail with respect to each of the following of which a Responsible Officer
of the Certificate Administrator has actual knowledge, and the 17g-5 Information Provider shall promptly upload such notice or
information to the 17g-5 Information Provider’s Website. Information shall be posted on the same Business Day of receipt
provided that such information is received by 2:00 p.m. (New York time) or, if received after 2:00 p.m. (New York time), on the
next Business Day by 12:00 p.m. (New York time):


 


(i)           any
material change or amendment to this Agreement or the Mortgage Loan Agreement;


 


(ii)          the
occurrence of any Loan Event of Default that has not been cured;


 






    -207-


     


    

 


(iii)         the
merger, consolidation, resignation or termination of the Servicer, Special Servicer, the Certificate Administrator or the Trustee;


 


(iv)         any
notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b) and any
notice of the termination of the Servicer or the Special Servicer and appointment of a successor to the Servicer or the Special
Servicer delivered pursuant to Section 7.3(a);


 


(v)          the
Sponsor’s repurchase of the Trust Loan pursuant to Section 2.2 and Section 2.9;


 


(vi)         the
final payment to any Class of Certificateholders or the RR Interest Owner;


 


(vii)        any
change in the location of the Distribution Account;


 


(viii)       any
event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Servicer;


 


(ix)         any
change in the lien priority of the Trust Loan; and


 


(x)          each
Distribution Date Statement described in Section 4.4(a) and the CREFC® Reports.


 


(b)          The
Servicer or the Special Servicer shall promptly furnish to the 17g-5 Information Provider by e-mail copies of the following (to
the extent not already delivered or made available pursuant to the terms of this Agreement), and the 17g-5 Information Provider
shall promptly upload such documents to the 17g-5 Information Provider’s Website. Information shall be posted on the same
Business Day of receipt provided that such information is received by 2:00 p.m. (New York time) or, if received after 2:00 p.m.
(New York time), on the next Business Day by 12:00 p.m. (New York time):


 


(i)           each
of its annual statements as to compliance described in Section 11.7;


 


(ii)          each
of its annual independent public accountants’ servicing reports described in Section 11.9;


 


(iii)         upon
request, a copy of each operating and other financial statements or occupancy report to the extent such information is required
to be delivered under the Whole Loan and to the extent such information is collected by the Servicer or the Special Servicer pursuant
to this Agreement;


 


(iv)         upon
request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.22; and


 


(v)          upon
request, each appraisal obtained pursuant to Section 3.7.


 






    -208-


     


    

 


Section
10.17. Exchange Act Rule 17g-5 Procedures.  (a) Except as otherwise provided in Section
10.16 or this Section 10.17 or otherwise in this Agreement or as required by law, none of the Servicer, the
Special Servicer, the Certificate Administrator or the Trustee shall provide any information directly to, or communicate
with, either orally or in writing, any Rating Agency regarding the Certificates, the RR Interest or the Trust Loan relevant
to the Rating Agencies’ surveillance of the Certificates or the Trust Loan, including, but not limited to, providing
responses to inquiries from a Rating Agency regarding the Certificates, the RR Interest or the Trust Loan relevant to such
Rating Agency’s surveillance of the Certificates. To the extent that a Rating Agency makes an inquiry or initiates
communications with the Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding the
Certificates, the RR Interest or the Trust Loan relevant to such Rating Agency’s surveillance of the Certificates, all
responses to such inquiries or communications from such Rating Agency shall be made in writing by the responding party and
shall be provided to the 17g-5 Information Provider who shall post such written response to the 17g-5
Information Provider’s Website. Information shall be posted on the same Business Day of receipt provided that such
information is received by 2:00 p.m. (New York time) or, if received after 2:00 p.m. (New York time), on the next Business
Day by 12:00 p.m. (New York time).


 


If a Rating Agency requests
access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same
Business Day provided that such request is made prior to 2:00 p.m., New York time on such Business Day, or, if received after 2:00
p.m., New York time, on the following Business Day.


 


(b)          To
the extent that any of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee is required to provide
any information to, or communicate with, any Rating Agency in accordance with its obligations under this Agreement, the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, shall provide such information or communication
to the 17g-5 Information Provider by e-mail, which the 17g-5 Information Provider shall upload to the 17g-5 Information Provider’s
Website. Information shall be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.
(New York time) or, if received after 2:00 p.m. (New York time), on the next Business Day by 12:00 p.m. (New York time). The foregoing
shall include any Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter
indicating the nature of the request and shall include all information the requesting party believes is reasonably necessary for
the applicable Rating Agency to make its decision.


 


(c)          The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted to orally communicate with the
Rating Agencies; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
herein on the same day such communication takes place; provided that the summary of such oral communications shall not be attributed
to the Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth herein. The 17g-5 Information Provider shall notify any party
that delivers information to the 17g-5 Information Provider under this Agreement that such information was received and that it
has been posted. The 17g-5 Information Provider shall notify each Person that has signed up for


 



    -209-


     


    

 


access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to
the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall send such notice to such Person’s email
address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including
a general email address if such general email address has been provided to the 17g-5 Information Provider in connection with a
completed NRSRO Certification in the form of Exhibit M hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail
at 17g5informationprovider@usbank.com, specifically with a subject reference of “GS 2017-SLP” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


 


The 17g-5 Information
Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is
accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event
that any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s
Website. The 17g-5 Information Provider has not obtained and shall not be deemed to have obtained actual knowledge of any information
posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the 17g-5 Information
Provider (in such capacity as the 17g-5 Information Provider).


 


Access will be provided
by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit M hereto.
Questions regarding delivery of information to the 17g-5 Information Provider may be directed to 17g5informationprovider@usbank.com
or (312) 443-7425. In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information
Provider under this Agreement is too large in its electronic form to be delivered via email, such report, statement, document,
file or other data may be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading
such report, statement, document, file or other data shall notify the 17g-5 Information Provider via email that such report, statement,
document, file or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s Internet Website.


 


In connection with the
delivery by the Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website pursuant to this Agreement, the Servicer or the
Special Servicer, as applicable, may, but is not obligated to, send such information, report, notice or other document to the applicable
Rating Agency or Rating Agencies following the earlier of (i) receipt of notification from the 17g-5 Information Provider that
such information, report, notice or document has been posted to the 17g-5 Information Provider’s Website and (ii) two Business
Days following delivery to the 17g-5 Information Provider.


 






    -210-


     


    

 


(d)          Each
of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee (each, an “Indemnifying
Party”) hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors,
shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified
Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines,
forfeitures or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party
may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses,
liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal
fees and expenses) arise out of or are based upon (i) such Indemnifying Party’s breach of Section 10.16 or Section
10.17(a), (b), and (c), as applicable, or (ii) a determination by any Rating Agency that it cannot reasonably
rely on representations made by the Depositor or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent
caused by any such breach referred to in clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified
Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending
any such action or claim, as such expenses are incurred.


 


(e)          None
of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee shall have any liability for
(i) the 17g-5 Information Provider’s failure to post on the 17g-5 Information Provider’s Website information provided
by the Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee in accordance with the terms
of this Agreement, (ii) any malfunction or disabling of the 17g-5 Information Provider’s Website or (iii) such party’s
failure to perform any of its obligations under this Agreement regarding providing information or communication to the Rating Agencies
that are required to be performed after the 17g-5 Information Provider posts the related information or communication if the 17g-5
Information Provider fails to notify such party that it has posted such information or communication on the 17g-5 Information Provider’s
Website.


 


(f)           None
of the foregoing restrictions in this Section 10.17 prohibit or restrict oral or written communications, or providing information,
between the Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other hand, with regard to (i) such
Rating Agency’s review of the ratings it assigns to the Servicer or the Special Servicer, as applicable, (ii) such Rating
Agency’s approval of the Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary
servicer or (iii) such Rating Agency’s evaluation of the Servicer’s or the Special Servicer’s, as applicable,
servicing operations in general; provided, however, that the Servicer or the Special Servicer, as applicable, shall
not provide any information relating to the Certificates, the RR Interest or the Trust Loan to such Rating Agency in connection
with such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are redacted;
(y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information
Provider’s Website or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking
credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use
information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results
from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency is subject) or comprised of
information collected by the applicable Rating Agency from


 



    -211-


     


    

 


the 17g-5 Information Provider’s Website (or another 17g-5 information
provider’s website that they have access to) other than pursuant to this Section 10.17(f).


 


The 17g-5 Information
Provider shall maintain the 17g-5 Information Provider’s Website in accordance with Exchange Act Rule 17g-5(a)(3)(iii).


 


Section 10.18. Cooperation
with the Sponsor with Respect to Rights Under the Loan Agreement.  It is expressly agreed and understood that, notwithstanding
the assignment of the Loan Documents, it is expressly intended that the Sponsor get the benefit of the provisions of any section
of the Loan Agreement or securitization cooperation agreement related to indemnification of the lender and/or its Affiliates with
respect to any securitization of the related Loan. Therefore, the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator and Trustee hereby agree to cooperate with the Sponsor with respect to the benefits of the provisions of any section
of the Loan Agreement or securitization cooperation agreement related to indemnification of the lender and/or its Affiliates with
respect to any securitization of the Trust Loan with respect to securitization indemnification, including, without limitation,
reassignment to the Sponsor of such sections, but no other portion of the Loan Documents, to permit the Sponsor and its Affiliates
to enforce such provisions for its benefit. To the extent that the Trustee is required to execute any document facilitating an
assignment under this Section 10.18, such document shall be in form and substance reasonably acceptable to the Trustee.


 


Article 11



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.1.  Intent
of the Parties; Reasonableness.   The parties hereto acknowledge and agree that the purpose of Article 11 of this Agreement
is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules
and regulations of the Commission. Except as expressly required by Sections 11.7, 11.8 and 11.9, the Depositor
shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these
provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley
Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive
guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other
Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB. In connection with the GSMS 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series 2017-SLP, and any Companion Loan
Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any
Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as
applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other
information in its possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor,
the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other
Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special
Servicer, the


 



    -212-


     


    

 


Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Whole Loan,
reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such
compliance.


 


Section
11.2.  Succession; Sub-Servicers; Subcontractors. (a) For so long as any Other Securitization Trust is
subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 11.7
of this Agreement), in connection with the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or
sub-servicer (to the extent such Sub-Servicer is a Servicing Function Participant and a “servicer” meeting the
criteria contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Servicer and
Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the
Servicer and Special Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether
such succession involves it or one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to
an appointment under Section 7.1 or 7.2, in which case the successor servicer or successor special servicer, as
applicable, shall provide) to any Other Depositor as to which the Companion Loan is affected, at least five (5) Business Days
prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would
not be violative of any applicable law or confidentiality agreement (and as long as such notice is not given by a successor
servicer or successor special servicer appointed under Section 7.1 or 7.2), and otherwise no later than one (1)
Business Day after such effective date of succession, (x) written notice to the Depositor and each such Other Depositor of
such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to each such Other
Depositor, all information relating to such successor servicer reasonably requested by any such Other Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 


(b)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer, the
Special Servicer, any Sub-Servicer and the Certificate Administrator (each of the Servicer, the Special Servicer and the Certificate
Administrator and each Sub-Servicer, for purposes of this Section 11.2(b) and Section 11.2(c), a “Servicing
Party”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. Such Servicing
Party shall promptly upon request provide to any Other Depositor as to which the Companion Loan is affected, a written description
(in form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing
Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor,
and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor.
Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function
Participant to comply with the provisions of Section 11.8 and Section 11.9 of this Agreement to the same extent as
if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case
of each Sub-Servicer set forth on Exhibit X, shall use commercially reasonable efforts to obtain from such Sub-Servicer)
and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required to
be


 



    -213-


     


    

 


delivered by such Subcontractor under Section 11.8 and Section 11.9 of this Agreement, in each case, as and when
required to be delivered.


 


(c)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such
Servicing Party shall be responsible for determining whether such Subcontractor is a Servicing Function Participant and a “servicer”
within the meaning of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other
Depositor as to which the Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement
shall be effective until five (5) Business Days after such written notice is received by the Depositor, the Certificate Administrator
and each such Other Depositor. Such notice shall contain all information reasonably necessary, and in such form as may be necessary,
to enable each Other Exchange Act Reporting Party as to which the Companion Loan is affected, to accurately and timely report the
event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


 


(d)          For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the
succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator,
the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten (10)
Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable
law or any applicable confidentiality agreement, no later than the time required under Section 11.6 of this Agreement) and
shall furnish pursuant to Section 11.6 of this Agreement to each Other Depositor in writing and in form and substance reasonably
satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange Act Reporting
Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing
Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


Section 11.3.  Other
Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall (and
shall cause (or, in the case of each Sub-Servicer set forth on Exhibit X, shall use commercially reasonable efforts to
cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each Other Depositor
in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the Exchange Act.


 






    -214-


     


    

 


Section 11.4.  Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than
noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties as set forth on Exhibit
T to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each Other Depositor to which
the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer
or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such
party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer
in the in-house legal department of such party), in EDGAR-compatible format (to the extent available to such party in such format),
or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and
such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit
T to this Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each
Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit X, shall use commercially reasonable efforts to
cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received,
include, an Additional Disclosure Notification in the form attached as Exhibit W to this Agreement. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit T to this Agreement
of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cmbs.transactions@usbank.com.
Neither the Trustee nor the Certificate Administrator shall have any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties
any Additional Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable expenses incurred by the
Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this paragraph.


 


Section 11.5.   Form
10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
no later than March 1st, commencing in March 2018, (i) the parties listed on Exhibit U to this Agreement shall be required
to provide (and with respect to any Servicing Function Participant of such party (other than any party to this Agreement), shall
cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting Party and each Other Depositor to which
the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the extent a Servicing Officer
or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be, or any lawyer in the in house legal department of such party), in EDGAR compatible format (to the extent available to such
party in such format) or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such
Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit
U hereto applicable to such party, and (ii) the parties listed on Exhibit U to this Agreement shall include with such
Additional Form 10-K Disclosure applicable to such party


 



    -215-


     


    

 


and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer
set forth on Exhibit X, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such
party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in
the form attached as Exhibit W to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit U hereto of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information.


 


Section 11.6.   Form
8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable efforts), but
in no event later than 1:00 p.m. (New York City time) on the second Business Day after the occurrence of a Reportable Event, (i)
the parties set forth on Exhibit V to this Agreement shall be required to provide (and (i) with respect to any Servicing
Function Participant of such party that is a Sub-Servicer set forth on Exhibit X, shall use commercially reasonable efforts
to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of
such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to each Other
Depositor and each Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for
Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party in such format) or in such
other format as otherwise agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing
parties, any Form 8-K Disclosure Information described on Exhibit V to this Agreement as applicable to such party, if applicable,
and (ii) the parties listed on Exhibit V to this Agreement shall include with such Form 8-K Disclosure Information applicable
to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit V, shall use
commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation
AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit W.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit V of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure
Information.


 


Section 11.7.  Annual
Compliance Statements. On or before March 1st of each year, commencing in 2018, each of the Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of the Whole Loan) and, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, at its own expense, shall furnish
(and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit X
with which it has entered into a servicing relationship with respect to the Whole Loan, shall use commercially reasonable
efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant
of such party (other than any party to this Agreement),


 



    -216-


     


    

 


shall cause such Servicing Function Participant to furnish) (each such
Servicing Function Participant and each of the Servicer, Special Servicer and the Certificate Administrator, a “Certifying
Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website) the
17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website), as applicable, pursuant to Section
8.14(b)) or Section 10.17, the Trustee the Depositor and the Companion Loan Holder (or, in the case of a Companion
Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an
Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities
during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement
or the applicable sub-servicing agreement, as applicable, has been made under such officer’s supervision and (B) to the
best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under
this Agreement or the applicable sub-servicing agreement, as applicable, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate, the Depositor (and, in the
case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act
Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as
applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant
with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the
Trust Loan or the Companion Loan in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such
Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s
Certificates delivered pursuant to this Section 11.7 shall be made available to any Privileged Person by the Certificate
Administrator by posting such compliance report to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


Section 11.8.  Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year, commencing in 2018,
the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Whole Loan)
and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate
Administrator, each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant
that is a Sub-Servicer set forth on Exhibit X with which it has entered into a servicing relationship with respect to the
Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect
to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator and any Servicing Function
Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator (who shall post it
to the Certificate Administrator’s Website) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information
Provider’s Website), as applicable, pursuant to Section 8.14(b)) or Section 10.17, the Trustee, the Depositor
and the


 



    -217-


     


    

 


Companion Loan Holder (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party), a report on an assessment of compliance with the Applicable Servicing
Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Applicable
Servicing Criteria, (B) a statement that such Reporting Servicer used the Applicable Servicing Criteria to assess compliance with
the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable Servicing
Criteria as of the end of and for the preceding calendar year, including, if there has been any material instance of noncompliance
with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement
that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued
an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of
and for such period. Copies of all compliance reports delivered pursuant to this Section 11.8 shall be provided to any
Certificateholder, upon the written request therefor, by the Certificate Administrator.


 


Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other Depositor may review
each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any material instance of noncompliance
with the Applicable Servicing Criteria.


 


(b)          On
the Closing Date, the Servicer, the Special Servicer and the Certificate Administrator each acknowledge and agree that Exhibit
L hereto sets forth the Applicable Servicing Criteria for such party.


 


(c)          No
later than 10 Business Days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer, the Special Servicer
and the Certificate Administrator shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting
Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such
notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such
Servicing Function Participant. When the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, the Certificate Administrator submit their assessments pursuant to Section
11.8(a) of this Agreement, such parties, as applicable, will also at such time include the assessment (and related attestation
pursuant to Section 11.9) of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January
1 through and including December 31 of each calendar year.


 


(d)          In
the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such party
shall provide, and each such party shall cause (or, if the Servicing Function Participant is a


 



    -218-


     


    

 


Sub-Servicer set forth on Exhibit
X hereto, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it to provide (and
the Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing Function Participant
that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide) an
annual assessment of compliance pursuant to this Section 11.8, coupled with an attestation as required in Section 11.9
in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, the Certificate Administrator was subject to this Agreement or the period of
time that the Servicing Function Participant was subject to such other servicing agreement.


 


Section 11.9.   Annual
Independent Public Accountants’ Servicing Report. On or before March 1st of each year, commencing in 2018, the Servicer,
the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, each at its own expense, shall cause (and each such party, (i) with respect to each Servicing
Function Participant that is a Sub-Servicer set forth on Exhibit X with which it has entered into a servicing relationship
with respect to the Whole Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish,
and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall
cause such Servicing Function Participant to furnish) a registered public accounting firm (which may also render other services
to the Servicer, the Special Servicer, the Certificate Administrator or the applicable Servicing Function Participant, as the
case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Certificate
Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)), the Depositor,
the Companion Loan Holder (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other
Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information
Provider’s Website pursuant to Section 10.17), to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its
compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria was fairly
stated in all material respects, or it is not expressing an overall opinion regarding such Reporting Servicer’s assessment
of compliance with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered
public accounting firm shall state in such report why it was unable to express such an opinion. Each accountant’s attestation
report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the
Exchange Act. Such report must be available for general use and not contain restricted use language. Copies of all statements
delivered pursuant to this Section 11.9 shall be made available to any Privileged Person by the Certificate Administrator
posting such statement on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the
Servicer, the


 



    -219-


     


    

 


Special Servicer, the Certificate Administrator or any Servicing Function Participant, the Depositor and each Other
Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer or, for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator as to the nature
of any defaults by the Servicer, the Special Servicer, the Certificate Administrator or any Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Trust Loan or any Companion Loan, as the case may be, in
the fulfillment of any of the Servicer’s, the Special Servicer’s, the Certificate Administrator’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing agreement.


 


Section 11.10. Significant
Obligor. If an Other Depositor has notified the Servicer in writing that a Property is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes such Companion
Loan and of the distribution date under the Other Pooling and Servicing Agreement, the Servicer shall, if the Servicer is in receipt
of (i) the updated financial statements of such “significant obligor” for any calendar quarter (other than the fourth
calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of such notice from the Other
Depositor, or (ii) the updated financial statements of such “significant obligor” for any calendar year, beginning
with the calendar year following such notice from the Other Depositor, deliver to the Other Depositor and trustee for the Other
Securitization Trust, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
(A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI
Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, such financial statements of such “significant obligor”, together with the net operating income of
such “significant obligor” for the applicable period as calculated by the Servicer in accordance with CREFC®
guidelines or (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Loan Borrower in such financial
statement. If an Other Depositor has notified the Servicer in writing that the Property is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes a Companion
Loan and the Servicer has not received the financial statements required under the Loan Documents satisfactory to comply with
its obligations under this Section 11.10, the Servicer shall request from the Borrower or Special Servicer, as applicable, the
net operating income of the significant obligor for the relevant calendar quarter, in time for the Servicer, assuming timely receipt
of such information from the Borrower or Special Servicer , as applicable,to meet its obligations under Section 11.10 of
this Agreement.


 


If the Servicer does
not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case
may be, of such “significant obligor” within ten Business Days after the date such financial information is required
to be delivered under the Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other Securitization
Trust that includes the related Companion Loan (and shall cause


 



    -220-


     


    

 


each applicable sub-servicing agreement to require any related
Sub-Servicer to notify such Other Depositor) that it has not received them. The Servicer shall use efforts consistent with the
Accepted Servicing Practices (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under
the Exchange Act) to obtain the periodic financial statements of the Loan Borrower under the Loan Documents.


 


The Servicer shall (and
shall cause each applicable sub-servicing agreement to require any related Sub-Servicer to) retain written evidence of each instance
in which it (or a Sub-Servicer) attempts to contact the Loan Borrower to obtain the required financial information and is unsuccessful
and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed
with respect to the Other Securitization Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain
this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust. This
Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in
the related Other Pooling and Servicing Agreement.


 


Section 11.11. Sarbanes-Oxley
Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, the Servicer and the Special Servicer shall provide (and with respect to any other Servicing
Function Participant of such party, shall cause such Servicing Function Participant to provide) to the Person who signs the Sarbanes-Oxley
Certification with respect to such Other Securitization Trust (the “Certifying Person”) no later than March
1st of the year following the year to which the Form 10-K of such Other Securitization Trust relates or, if March 1st is not a
Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit
Y, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification
to the Certifying Person pursuant to this Section 11.11 with respect to the period of time it was subject to this Agreement
or the applicable sub-servicing or primary servicing agreement, as the case may be.


 


Section 11.12. Indemnification.
Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall indemnify and hold harmless the
Depositor, each Other Depositor and any employee, director or officer of the Depositor or any Other Depositor from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses incurred by such indemnified party arising out of (i) an actual breach by the Servicer, the Special Servicer, the
Certificate Administrator or the Trustee, as the case may be, of its obligations under this Article 11 or (ii) negligence, bad
faith or willful misconduct on the part of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
applicable, in the performance of such obligations.


 


The Servicer, the Special
Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Sub-Servicer
set forth on Exhibit X (and with respect to any Servicing Function Participant of such party that is a


 



    -221-


     


    

 


Sub-Servicer set
forth on Exhibit X, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify
and hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or any Other Depositor
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 indemnified party arising out of (i) a breach of its obligations
to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant
to the applicable sub-servicing agreement or (ii) negligence, bad faith or willful misconduct its part in the performance of such
obligations or (iii) any failure by a Servicing Party (as defined in Section 11.2(b)) to identify a Servicing Function Participant
pursuant to Section 11.2(c).


 


If the indemnification
provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor,
any Other Depositor or any employee, director or officer of the Depositor or any Other Depositor, then the Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages
or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party
on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to this Article 11 (or breach of its obligations under the applicable sub-servicing agreement to provide any of the annual
compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence,
bad faith or willful misconduct in connection therewith.


 


The Servicer, the Special
Servicer and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Sub-Servicer
set forth on Exhibit X (and with respect to any Servicing Function Participant of such party that is a Sub-Servicer set
forth on Exhibit X, shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree to
the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination of this Agreement
or the earlier resignation or removal of the Servicer, the Special Servicer or the Certificate Administrator.


 


Section 11.13. Amendments.
This Article 11 may be amended by the parties hereto pursuant to Section 10.1 of this Agreement for purposes of
complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 


Section 11.14. Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor or any
Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article 11; provided that such termination shall not be effective
until a successor Certificate Administrator shall have accepted the appointment.


 






    -222-


     


    

 


Section 11.15. Termination
of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing
Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement (without compensation,
termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer to any deliver
any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or as otherwise contemplated
by this Article 11 and (ii) promptly notify the Depositor and any Other Depositor following any failure of the applicable
Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or
as otherwise contemplated by this Article 11. The Depositor and any Other Depositor is hereby authorized to exercise the
rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor and any Other Depositor
to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right the Servicer, the Certificate Administrator or the
Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


 


Section 11.16.  Notification
Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a) Any other provision of this Article
11 to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article
11, in connection with the requirements contained in this Article 11 that provide for the delivery of information and
other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of any Other Securitization
Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items to or cooperate with such
Other Depositor or Other Exchange Act Reporting Party (i) until the Other Depositor or Other Exchange Act Reporting Party of such
Other Securitization Trust has provided each party hereto with not less than 30 days written notice (which shall only be required
to be delivered once), and each such party shall be entitled to rely on such notice, setting forth the contact information for
such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 11.7, Section 11.8
and Section 11.9 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this
Agreement that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor
or Other Exchange Act Reporting Party is only required to provide a single written notice to such effect. Any reasonable cost
and expense of the Servicer, Special Servicer, Trustee and Certificate Administrator in cooperating with such Other Depositor
or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall
be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm
in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of
the items identified in this Article 11 to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization
Trust prior to providing any of the reports or other information required to be delivered under this Article 11 in connection
therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article
11 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required
to deliver such items; provided that no such confirmation will be required in connection with any delivery of the items
contemplated by Section 11.7, Section 11.8 and Section 11.9 of this Agreement. Such confirmation shall be


 



    -223-


     


    

 


deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written
statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the
appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require that such
Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other
parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)          Each
of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request
given in accordance with the terms of Section 11.16(a) above, and subject to a right of the Servicer, Special Servicer,
the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit the Companion
Loan Holder to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer, the
Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the Other Depositor) for inclusion
in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)          The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance
with the terms of Section 11.16(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or
caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any securitization transaction
that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to the
updated description referred in Section 11.16(b) with respect to such party, substantially identical to those, if any, delivered
by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the Offering Circular and/or any other disclosure materials relating
to this Trust (updated as deemed appropriate by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
or their respective legal counsel, as the case may be, and sufficient to comply with Regulation AB). None of the Servicer, the
Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the
securitization of a Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


Article 12



REMIC ADMINISTRATION


 


Section 12.1.  REMIC
Administration.    (a) The parties intend that each of the Lower-Tier REMIC and the Upper-Tier REMIC shall
constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify
it as, a REMIC, and the provisions hereof shall be interpreted consistently with this intention.


 


(b)          The
Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC to treat the segregated pool of assets constituting such Trust REMIC as a REMIC under the Code. Each such election shall
be made on IRS Form 1066 or other appropriate federal tax or information return for the


 



    -224-


     


    

 


taxable year ending on the last day of
the calendar year in which the Certificates and the RR Interest are issued.


 


(c)          The
Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier REMIC
within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular Certificates,
the RR Interest and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code is the date that
is the Rated Final Distribution Date.


 


(d)          The
Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee shall
timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an
application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other permissible
means. Within thirty days of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished to the IRS,
on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Persons that Holders of the Certificates
and the RR Interest Owner may contact for tax information relating thereto (and the Certificate Administrator shall act as the
representative of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such additional information
as may be required by such Form, and shall update such information at the time or times and in the manner required by the Code
(and the Depositor agrees within ten (10) Business Days of the Closing Date to provide any information reasonably requested by
the Servicer or the Certificate Administrator and necessary to make such filing). The Certificate Administrator shall be responsible
for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information
contained therein, and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator
shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(e)          The
Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the preparation,
filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business, but extraordinary
or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement, including without
limitation any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings with respect
to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable from the Trust
Fund.


 


(f)           The
Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign
(and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and local
income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as the direct
representative for such Trust REMIC. Except as provided in Section 12.1(e), the expenses of preparing and filing such returns
shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate Administrator
or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession,
and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this subsection, and
the Certificate


 



    -225-


     


    

 


Administrator shall be entitled to rely on such information in the performance of its obligations hereunder.


 


(g)          The
Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and other
tax compliance duties that are the responsibility of such Trust REMIC under the Code, the REMIC Provisions, or other compliance
guidance issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator shall
provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified
Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization
and (ii) to the Certificateholders and the RR Interest Owner such information or reports as are required by the Code or REMIC Provisions.
The Depositor shall provide on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request)
to the Certificate Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier
REMIC as is in its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform its
obligations under this subsection.


 


(h)          The
Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person pursuant to
Treasury Regulations Section 1.860F-4(d) and “partnership representative” (within the meaning of Section 6223 of the
Code, to the extent such provision is applicable to the Trust REMICs) of the Upper-Tier REMIC and the Lower-Tier REMIC. The duties
of the Tax Matters Persons and “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC are hereby
delegated to the Certificate Administrator as agent for the related Tax Matters Person or “partnership representative”,
and the Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor
holders of such Class R Certificates, to such delegation to the Certificate Administrator as its agent and attorney in fact.


 


(i)           The
Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform their obligations
under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier REMIC and the Upper-Tier
REMIC as a REMIC.


 


(j)           The
Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take any action
or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control and the scope
of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected to (i)
cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) unless permitted under Section
12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on prohibited contributions as defined
in Section 860G(d) of the Code (any such result in clause (i) or (ii), an “Adverse REMIC Event”)) unless
(A) the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action or of the Trust Fund if taken for the benefit of the Certificateholders and the RR


 



    -226-


     


    

 


Interest Owner) with respect
to such action or (B) the Certificate Administrator and the Servicer have received an opinion (at the expense of the party seeking
to take such action or of the Trust Fund if taken for the benefit of the Certificateholders and the RR Interest Owner) to the effect
that such action will not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that no tax
will actually be imposed.


 


(k)          Any
and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions, including,
without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any tax on contributions
imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer, upon two
(2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator the amount of any such
tax that the Certificate Administrator notifies the Servicer is due; provided, further, if such taxes shall have
been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in connection with the breach
of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by such party.


 


(l)           The
Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier REMIC
and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein
or in the Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall, for federal income
tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue interest) other than
Default Interest. The books and records must be sufficient concerning the nature and amount of the investments of the Lower-Tier
REMIC and the Upper-Tier REMIC to show that such Trust REMIC has complied with the REMIC Provisions.


 


(m)         None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which either
the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 


(n)          In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data that the
Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates
and the RR Interest, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows
of the Regular Certificates and the Class R Certificates and the RR Interest, as applicable, and the projected cash flows on the
Trust Loan. Thereafter, the Depositor, the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator,
promptly upon request therefor, any such additional information or data that the Certificate Administrator may, from time to time,
reasonably request in order to enable the Certificate Administrator to perform its duties as set forth herein. The Certificate
Administrator is hereby directed to use any and all such information or data provided by the Trustee, the Depositor, the Servicer
and the Special Servicer in the preparation of all federal, state or local income, franchise or other tax and information returns
and reports for each of the Lower-Tier REMIC and the Upper-Tier REMIC to Certificateholders and the RR Interest Owner as required
herein. The Depositor hereby indemnifies the Certificate


 



    -227-


     


    

 


Administrator for any losses, liabilities, damages, claims or expenses
of the Certificate Administrator arising from any errors or miscalculations of the Certificate Administrator pursuant to this Section
12.1 that result from any failure of the Depositor to provide or to cause to be provided, accurate information or data to the
Certificate Administrator (but not resulting from the methodology employed by the Certificate Administrator) on a timely basis
and such indemnifications shall survive the termination of this Agreement and the termination of the Certificate Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


Section 12.2.  Foreclosed
Property.    (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire
the Property as Foreclosed Property and were to own and operate that Property in a manner consistent with the manner in which
the Property is currently owned and operated by a Loan Borrower, through a Successor Manager, some portion or all of the income
derived in the Lower-Tier REMIC from the Foreclosed Property may be considered “net income from foreclosure property”
for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates.


 


In determining whether
to acquire and hold the Foreclosed Property, the Special Servicer, acting on behalf of the Trust hereunder, shall take these circumstances
into account and shall only acquire the Foreclosed Property if it determines, in its reasonable judgment (after, consultation with
counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative method of administering
the Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the
likely recovery with respect to operating the Foreclosed Property on behalf of the Trust Fund, after taking into account any such
taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the likely recovery to the Trust
Fund and the Companion Loan Holder if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold
the Foreclosed Property. If the Trust Fund acquires the Foreclosed Property, the Special Servicer, acting on behalf of the Trust,
if the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement
or replace the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so
that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable
efforts, the Special Servicer determines that it is in the best interests of Certificateholders, the Companion Loan Holder and
the RR Interest Owner on a net after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or
Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the
REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as


 



    -228-


     


    

 


to enable
such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such
amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant
to Section 3.4.


 


Without limiting the
generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)           permit
the Trust Fund to enter into, renew or extend any New Lease with respect to the Foreclosed Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)         authorize
or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement thereon, and
then only if more than 10% of the construction of such building or other improvements was completed before default on the Trust
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         Directly
Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through an Independent
Contractor, the Foreclosed Property on any date more than ninety (90) days after its acquisition date.


 


(b)          The
Special Servicer, acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for
its fair market value in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf of
the Trust hereunder, shall dispose of the Foreclosed Property as soon as is practicable but in no event later than the close of
the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the Trust,
has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell the Foreclosed
Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified
period will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in
Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that
the Certificates or the RR Interest are outstanding, in which event such period shall be extended by such additional specified
period, with the expenses of obtaining any such extension of time being an expense of the Trust Fund. If the Special Servicer,
on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the
Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as
such Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trust, has
not received such an Extension and the Special Servicer, acting on behalf of the Trust hereunder, is unable to sell the Foreclosed
Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trust hereunder, has received such an
Extension, and the Special Servicer, acting on behalf of the Trust hereunder, is unable to sell the Foreclosed Property within
the Extended Period, the Special Servicer shall, before the end of the above-referenced period or the Extended Period, as the case
may be, auction the Foreclosed


 



    -229-


     


    

 


Property to the highest bidder (which may be the Special Servicer) in accordance with Accepted Servicing
Practices.


 


(c)          Within
thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator
and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property
was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of the Foreclosed Property, (iii) the
gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition
date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.


 


Section 12.3.   Prohibited
Transactions and Activities.    The Special Servicer, on behalf of the Trust Fund, shall not permit the
sale or disposition of the Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not
in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy
or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation”
as defined in Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC
(other than Foreclosed Property), nor sell or dispose of any investments in the Collection Account or Distribution Account for
gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to either the
Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the three-month period beginning on the Startup
Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect
that such disposition, acquisition, substitution or acceptance will not (a) cause either the Lower-Tier REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC, or adversely affect the status of the Regular Certificates or the RR Interest as representing
regular interests therein, (b) affect the distribution of interest or principal on the Certificates or the RR Interest, (c) result
in the encumbrance of the assets transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant
to the provisions of this Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax
on “prohibited transactions” or “prohibited contributions” pursuant to the REMIC Provisions.


 


Section 12.4.   Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.


 


(a)          If
either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or
local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due
to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of its duties and obligations specifically
set forth herein, or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder,
the Certificate Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable
to the action or inaction of the Servicer, the Special Servicer, the Depositor, or the Holders of the Class R Certificates nor
for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Servicer,


 



    -230-


     


    

 


the Special
Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be deemed to limit or restrict
the rights and remedies of successor Holders of the Class R Certificates at law or in equity.


 


If either the Lower-Tier
REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax
as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful misconduct,
bad faith or negligent performance of the Servicer or the Special Servicer in the performance of its duties and obligations set
forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties
thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund against any and all Losses
resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may be, shall not be liable
for any such Losses attributable to the action or inaction of the Certificate Administrator, the Depositor, the Holders of the
Class R Certificates nor for any such Losses resulting from misinformation provided by the Certificate Administrator, the Depositor
or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has relied. The foregoing
shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates at law or
in equity.


 


[signature
pageS follow]


 






    -231-


     


    


 





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


 





	 	GS
                                         MORTGAGE SECURITIES CORPORATION II, as Depositor




	 	 	 
	 	By:	/s/
                                         Leah Nivison
			Name:
                                         Leah Nivison
 Title:
                                           Chief Executive Officer


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, as Servicer




	 	 	 
	 	By:	/s/
                                         MaryKate Walker
			Name:
                                         MaryKate Walker
 Title:
                                           Vice President


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, as Special Servicer




	 	 	 
	 	By:	/s/
                                         MaryKate Walker
			Name:
                                         MaryKate Walker
 Title:
                                           Vice President


 





GSMS
2017-SLP: TRUST AND SERVICING AGREEMENT


 






     


     


    

 








	 	U.S.
                                         BANK NATIONAL ASSOCIATION, as Trustee




	 	 	 
	 	By:	/s/
                                         Matthew M. Smith
			Name:
                                         Matthew M. Smith

                                         Title:   Vice President


 





	 	U.S.
                                         BANK NATIONAL ASSOCIATION, as Certificate Administrator




	 	 	 
	 	By:	/s/
                                         Matthew M. Smith
			Name:
                                         Matthew M. Smith

                                         Title:   Vice President


 





	 	U.S.
                                         BANK NATIONAL ASSOCIATION, as Custodian




	 	 	 
	 	By:	/s/
                                         Kevin E. Brown
			Name:
                                         Kevin E. Brown
 Title:
                                           Vice President



 

GSMS
2017-SLP: TRUST AND SERVICING AGREEMENT

 



     


     


    

 





	STATE OF New York	)	 
	 	)	ss:
	COUNTY OF New York	)	 


 





On
this 31 day of October 2017, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and
sworn, personally appeared Leah Nivision, to me known who, by me duly sworn, did depose and acknowledge before me and say that
s/he is the CEO of GS Mortgage Securities Corporation II, a Delaware corporation, the entity described in and that executed the
foregoing instrument; and that s/he signed her/his name thereto under authority of the board of directors of said entity and on
behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Artrisa Y. Williams
	 	NOTARY
                                         PUBLIC in and for the

                                         State of New York






 





	My
    commission expires:	 
	 	 
	5/24/2021	 
	 	 
	Artrisa
    Y. Williams	 
	Notary Public, State of New York	 
	No. 01WI6124039	 
	Qualified in New York County	 
	Commission Expires May 24, 2021	 


 


GSMS
2017-SLP: TRUST AND SERVICING AGREEMENT


 






     


     


    

 





	STATE OF NORTH CAROLINA	)	 
	 	)	: ss.
	COUNTY OF MECKLENBURG	)	 


 





On
this 26 day of October, 2017, personally appeared before me MaryKate Walker, to me known (or proved to me on the basis of satisfactory
evidence) to be a Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the
within and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity,
for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by
her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 





	 	/s/ Erica L
    Smith
	 	Notary

    Name:


 





	My
    Commission expires:	 
	 	 
	ERICA L SMITH	 
	Notary
    Public	 
	MECKLENBURG
    COUNTY, NC	 
	My Commission
    Expires 07-20-2022	 


 


GSMS
2017-SLP: TRUST AND SERVICING AGREEMENT


 






     


     


    

 





	STATE OF Illinois	)	 
	 	)	ss:
	COUNTY OF Cook	)	 


 





On
this 25th day of October 2017, before me, the undersigned, a Notary Public in and for the State of Illinois, duly
commissioned and sworn, personally appeared Matthew M. Smith, to me known who, by me duly sworn, did depose and acknowledge
before me and say that he resides at Chicago, Illinois; that he is the Vice President of U.S. Bank National Association, a
national banking association, the entity described in and that executed the foregoing instrument and that s/he signed her/his
name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/
    Christopher J Nuxoll
	 	NOTARY
                                         PUBLIC in and for the

                                         State of Illinois






 


	OFFICIAL SEAL	 
	CHRISTOPHER
    J NUXOLL	 
	Notary Public
    - State of Illinois	 
	My Commission
    Expires Apr 15, 2018	 
	 	 
	[SEAL]	 
	 	 
	My
                                         Commission expires:



	 
	 	 
	4/15/2018	 










 


GSMS
2017-SLP: TRUST AND SERVICING AGREEMENT


 






     


     


    

 



 





	STATE OF MINNESOTA	)	 
	 	)	ss:
	COUNTY OF  RAMSEY	)	 


 





On
this 28th day of  November 2017, before me, the undersigned, a Notary Public in and for the State of Minnesota,
duly commissioned and sworn, personally appeared Kevin E. Brown, to me known who, by me duly sworn, did depose and
acknowledge before me and say that s/he resides at St. Paul MN; that s/he is the Vice President of U.S. Bank National
Association, a national banking association, the entity described in and that executed the foregoing instrument and that s/he
signed her/his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	 	/s/ Tiffany M. Jeanson
	 	NOTARY
                                         PUBLIC in and for the

                                         State of Minnesota






 


	OFFICIAL SEAL	 
	TIFFANY M. JEANSON	 
	NOTARY PUBLIC
    - MINNESOTA	 
	My Commission
    Expires Jan. 31, 2019	 
	 	 
	[SEAL]	 
	 	 
	My
                                         Commission expires:



	 
	 	 
	1-31-2019	 










 


GSMS
2017-SLP: TRUST AND SERVICING AGREEMENT


 






     


     


    


 





EXHIBIT A-1


 


FORM OF CLASS A CERTIFICATES


 


CLASS A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.




 






    Exhibit A-1-1


     


    

 


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF


 






    Exhibit A-1-2


     


    

 


SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-1-3


     


    

 


GS MORTGAGE SECURITIES CORPORATION TRUST
2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS A


 


	Pass-Through Rate: 3.419%	 	 
	 	 	 
	First Distribution Date: November 10, 2017	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class A Certificates:  $182,358,000	 	Rated Final Distribution Date: October 2032
	 	 	 
	CUSIP:  36255M AA54

        U0403K AA35

36255M AB36
	 	Initial Certificate Balance of this
 Certificate:    $[______][QIB]

        $[______][Reg S]

        $[______][IAI]

	ISIN:     US36255MAA537

        USU0403KAA358

US36255MAB379
	 	 
	 	 	 
	Common Code:    17070626910

         17070617011
	 	 
	 	 	 
	No.:  A-[1]	 	 


 


This certifies that [Cede
& Co.]12 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class A Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the Certificate
Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust
Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby.


 





 



 


4
For Rule 144A Certificates.


 


5
For Regulation S Certificates.


 


6
For IAI Certificates.


 


7
For Rule 144A Certificates.


 


8
For Regulation S Certificates.


 


9
For IAI Certificates.


 


10
For Rule 144A Certificates.


 


11
For Regulation S Certificates.


 


12
For Global Certificate only.


 







    Exhibit A-1-4


     


    

 


Also issued under the Trust and Servicing Agreement are the Class X-A,
Class B, Class C, Class D, Class E, Class F, Class G and Class R Certificates (collectively with the Class A Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 






    Exhibit A-1-5


     


    

 


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest
Owner, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement. In addition, no amendment
may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special Servicer and the
Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at


 






    Exhibit A-1-6


     


    

 


the
Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the
Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date, other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates and the RR Interest or (ii)  the liquidation of the
Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation
or abandonment of the Property and all other Collateral for the Whole Loan; provided, however, that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date of execution of the Trust
and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    Exhibit A-1-7


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class
A Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-1-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary
Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:


 


	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-1-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-1-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent. 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-1-11


     


    




 


EXHIBIT A-2


 


FORM OF CLASS X-A CERTIFICATES


 


CLASS X-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.




 






    Exhibit A-2-1


     


    

 


ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT.


 


THIS CLASS X-A CERTIFICATE WILL NOT
BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION


 






    Exhibit A-2-2


     


    

 


406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-2-3


     


    

 


GS MORTGAGE SECURITIES CORPORATION TRUST
2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS X-A


 


	Pass-Through Rate: Variable IO4	 	 
	 	 	 
	First Distribution Date: November 10, 2017	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $182,358,000	 	Rated Final Distribution Date: October 2032
	 	 	 
	CUSIP:  36255M AC15

        U0403K AB16

36255M AD97
	 	Initial Notional Amount of this
 Certificate:    $[______][QIB]

        $[______][Reg S]
 $[______][IAI]

	 	 	 
	ISIN:     US36255MAC108

        USU0403KAB189
 US36255MAD9210
	 	 
	 	 	 
	Common Code:   17092901211

        17092895412
	 	 
	 	 	 
	No.:  X-A-[1]	 	 


 


This certifies that [Cede
& Co.]13 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class X-A Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the
Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the
“Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing
Agreement


 





 



 


4
The Initial Pass-Through Rate on the Class X-A Certificates is 1.325%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Rule 144A Certificates.


 


12
For Regulation S Certificates.


 


13
For Global Certificate only.


 







    Exhibit A-2-4


     


    

 


(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions
and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are
the Class A, Class X-B, Class B, Class C, Class D, Class E, Class F, Class G and Class R Certificates
(collectively with the Class X-A Certificates, the “Certificates”; the Holders of Certificates issued under
the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 






    Exhibit A-2-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest
Owner, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement. In addition, no amendment
may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special Servicer and the
Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at


 






    Exhibit A-2-6


     


    

 


the Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the
Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date, other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates and the RR Interest or (ii)  the liquidation of the
Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation
or abandonment of the Property and all other Collateral for the Whole Loan; provided, however, that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date of execution of the Trust
and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    Exhibit A-2-7


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class X-A
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-2-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following exchanges of a part of this
[Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate]
have been made:


 


	Date
        of Exchange 	 	Notional
        Amount Prior to Exchange 	 	Notional
        Amount Exchanged 	 	Type
        of Certificate Exchanged for 	 	Remaining
        Notional Amount Following Such Exchange 	 	Notation
        Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-2-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-2-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.








	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-2-11


     


    




 


EXHIBIT A-3


 


FORM OF CLASS X-B CERTIFICATES


 


CLASS X-A


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.




 






    Exhibit A-3-1


     


    

 


ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT.


 


THIS CLASS X-B CERTIFICATE WILL NOT
BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION


 






    Exhibit A-3-2


     


    

 


406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-3-3


     


    

 


GS MORTGAGE SECURITIES CORPORATION TRUST
2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS X-B


 


	Pass-Through Rate: Variable IO4	 	 
	 	 	 
	First Distribution Date: November 10, 2017	 	 
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $201,563,000	 	Rated Final Distribution Date: October 2032
	 	 	 
	CUSIP:  36255M AE75

        U0403K AC96
 36255M AF47
	 	Initial Notional Amount of this
 Certificate:     $[______][QIB]

         $[______][Reg S]
  $[______][IAI]

	ISIN:     US36255MAE758

        USU0403KAC909
 US36255MAF4110
	 	 
	 	 	 
	Common Code:    17092911011

         17092906312
	 	 
	 	 	 
	No.:  X-B-[1]	 	 


 


This certifies that [Cede
& Co.]13 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class X-B Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the Certificate
Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust
Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement


 





 



 


4
The Initial Pass-Through Rate on the Class X-B Certificates is 0.008%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Rule 144A Certificates.


 


12
For Regulation S Certificates.


 


13
For Global Certificate only.



 






    Exhibit A-3-4


     


    

 


(as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X-A, Class B, Class C, Class D, Class E, Class F, Class G and Class R Certificates (collectively with
the Class X-B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and
Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 






    Exhibit A-3-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest
Owner, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement. In addition, no amendment
may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special Servicer and the
Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at


 






    Exhibit A-3-6


     


    

 


the
Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the
Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date, other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates and the RR Interest or (ii)  the liquidation of the
Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation
or abandonment of the Property and all other Collateral for the Whole Loan; provided, however, that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date of execution of the Trust
and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    Exhibit A-3-7


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class X-A
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-3-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following exchanges of a part of this
[Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate]
have been made:


 


	Date
        of Exchange 	 	Notional
        Amount Prior to Exchange 	 	Notional
        Amount Exchanged 	 	Type
        of Certificate Exchanged for 	 	Remaining
        Notional Amount Following Such Exchange 	 	Notation
        Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-3-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-3-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent. 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-3-11


     


    

  


EXHIBIT A-4


 


FORM OF CLASS B CERTIFICATES


 


CLASS B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER,
THE CERTIFICATE


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.


 







    Exhibit A-4-1


     


    

 


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS B CERTIFICATE IS SUBORDINATED
TO THE CLASS A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF


 






    Exhibit A-4-2


     


    

 


ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






    Exhibit A-4-3


     


    

 


GS MORTGAGE SECURITIES CORPORATION TRUST
2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS B


 


	Pass-Through Rate: 3.772%	 	 
	 	 	 
	First Distribution Date: November 10, 2017	 	 
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $62,443,000	 	Rated Final Distribution Date: October 2032
	 	 	 
	CUSIP:  36255M AG24

        U0403K AD75

36255M AH06
	 	Initial Certificate Balance of this
 Certificate:    $[______][QIB]

         $[______][Reg S]
  $[______][IAI]

	 	 	 
	ISIN:     US36255MAG247

        USU0403KAD738

US36255MAH079
	 	 
	 	 	 
	Common Code:     17070624210

          17070616111
	 	 
	 	 	 
	No.:  B-[1]	 	 


 


This certifies that [Cede
& Co.]12 is the registered owner
of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the
Class B Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the Certificate
Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust
Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement
(as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Trust and Servicing Agreement and is bound thereby.


 





 



 


4
For Rule 144A Certificates.


 


5
For Regulation S Certificates.


 


6
For IAI Certificates.


 


7
For Rule 144A Certificates.


 


8
For Regulation S Certificates.


 


9
For IAI Certificates.


 


10
For Rule 144A Certificates.


 


11
For Regulation S Certificates.


 


12
For Global Certificate only.


 







    Exhibit A-4-4


     


    

 


Also
issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class C, Class D, Class
E, Class F, Class G and Class R (collectively with the Class B Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business
Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator.


 






    Exhibit A-4-5


     


    

 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest
Owner, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement. In addition, no amendment
may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special Servicer and the
Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at


 






    Exhibit A-4-6


     


    

 


the
Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate
Administrator, the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the
Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date, other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier
REMIC to maintain books and records of the Trust Fund for such period of time as it maintains its own books and records and other
than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken
by the Certificate Administrator on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates and the RR Interest or (ii)  the liquidation of the
Whole Loan (including, without limitation, the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation
or abandonment of the Property and all other Collateral for the Whole Loan; provided, however, that in no event shall
the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date of execution of the Trust
and Servicing Agreement.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






    Exhibit A-4-7


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer







 


Certificate of Authentication


 


This is one of the Class B
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer






  






    Exhibit A-4-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary
Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:


 


	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 






    Exhibit A-4-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit A-4-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above,
or ________________________________________________ as its (their) agent. 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






    Exhibit A-4-11


     


    

 


EXHIBIT A-5


 


FORM OF CLASS C CERTIFICATES


 


CLASS C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE


 





 









1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate legend.


  






     Exhibit A-5-1


     


    




 


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS C CERTIFICATE IS SUBORDINATED
TO THE CLASS A AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF


 






     Exhibit A-5-2


     


    

 


ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






     Exhibit A-5-3


     


    

 


GS MORTGAGE SECURITIES CORPORATION TRUST 2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS C


 


	Pass-Through Rate: 3.924%	 
	 	 
	First Distribution Date: November 10, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $59,929,000	Rated Final Distribution Date: October 2032
	 	 
	CUSIP:   36255M AJ64

                                                   U0403K AE55

36255M AK36
	Initial Certificate Balance of this
 Certificate:   $[______][QIB]

                                                         $[______][Reg S]
       $[______][IAI]

	 	 
	ISIN:       US36255MAJ627

                                                   USU0403KAE568

US36255MAK369
	 
	 	 
	Common Code:     17070623410

                                                   17070614511
	 
	 

                                                   No.:  C-[1]
	 


 


This certifies that [Cede &
Co.]12 is the registered owner of the Percentage
Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class C Certificates.
The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the Certificate Administrator on
behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby.


 





 









4
For Rule 144A Certificates.


 


5
For Regulation S Certificates.


 


6
For IAI Certificates.


 


7
For Rule 144A Certificates.


 


8
For Regulation S Certificates.


 


9
For IAI Certificates.


 


10
For Rule 144A Certificates.


 


11
For Regulation S Certificates.


 


12 For Global Certificate
only.


 







 






     Exhibit A-5-4


     


    

 


Also
issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class D, Class
E, Class F, Class G and Class R (collectively with the Class C Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing
Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 






     Exhibit A-5-5


     


    

 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian
and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest Owner, in
certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement. In addition, no amendment
may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special Servicer and the
Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at


 






     Exhibit A-5-6


     


    

 


the
Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the Certificate Administrator
to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution Date, other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain books
and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates and the RR Interest or (ii)  the liquidation of the Whole Loan (including, without limitation,
the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and
all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






     Exhibit A-5-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


  


Certificate of Authentication


 


This is one of the Class C
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






     Exhibit A-5-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 


 





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


 



     Exhibit A-5-9


     


    




 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________









 






     Exhibit A-5-10


     


    

 





DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:





 




     Exhibit A-5-11


     


    

 


EXHIBIT A-6


 


FORM OF CLASS D CERTIFICATES


 


CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE


 








 









1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate
legend.



 






     Exhibit A-6-1


     


    

 


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS D CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF


 






     Exhibit A-6-2


     


    

 


ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS, TO A MATERIAL
EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT
IN A NON EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION
OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






     Exhibit A-6-3


     


    

  


GS MORTGAGE SECURITIES CORPORATION TRUST 2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS D


 


	Pass-Through Rate: 4.579%	 
	 	 
	First Distribution Date: November 10, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $79,191,000	Rated Final Distribution Date: October 2032
	 	 
	CUSIP:   36255M
AL14 

                                                                   U0403K AF25
 36255M AM96
	Initial Certificate Balance of this
 Certificate:   $[______][QIB]

                                                                         $[______][Reg S]
        $[______][IAI]

	 	 
	ISIN:       US36255MAL197

                                                                   USU0403KAF228

US36255MAM919
	 
	 	 
	Common Code:     17070622610

                                                                   17070613711
	 
	 	 
	No.:  D-[1]	 


 


This certifies that [Cede &
Co.]12 is the registered owner of the Percentage
Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class D Certificates.
The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the Certificate Administrator on
behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. 


 





 









4
For Rule 144A Certificates.


 


5
For Regulation S Certificates.


 


6
For IAI Certificates.


 


7
For Rule 144A Certificates.


 


8
For Regulation S Certificates.


 


9
For IAI Certificates.


 


10
For Rule 144A Certificates.


 


11
For Regulation S Certificates.


 


12 For Global Certificate
only.


 






     Exhibit A-6-4


     


    

  


Also
issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class C, Class
E, Class F, Class G and Class R (collectively with the Class D Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing
Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 






     Exhibit A-6-5


     


    

 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian
and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest Owner, in
certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement. In addition, no amendment
may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special Servicer and the
Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at


 






     Exhibit A-6-6


     


    

 


the
Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified
person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the Certificate Administrator
to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution Date, other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain books
and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates and the RR Interest or (ii)  the liquidation of the Whole Loan (including, without limitation,
the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and
all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 




     Exhibit A-6-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 


Certificate of Authentication


 


This is one of the Class D
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






     Exhibit A-6-8


     


    

 


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






     Exhibit A-6-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






     Exhibit A-6-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:





 






     Exhibit A-6-11


     


    

 


EXHIBIT A-7


 


FORM OF CLASS E CERTIFICATES


 


CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE


 





 









1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate
legend.


  






     Exhibit A-7-1


     


    

 


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS E CERTIFICATE IS SUBORDINATED TO
THE CLASS A, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE MAY NOT BE
PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO A PERSON THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) OR A GOVERNMENTAL


 






     Exhibit A-7-2


     


    

 


PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT
TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED,
AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF SUCH PLANS (OR WHICH ARE DEEMED
PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF SUCH PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING
THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES
WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 (OR IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, WOULD NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW).
TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED
TO THE TRUST AND SERVICING AGREEMENT TO SUCH EFFECT.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






     Exhibit A-7-3


     


    

 


GS MORTGAGE SECURITIES CORPORATION TRUST 2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS E


 


	Pass-Through Rate: The Net Mortgage Loan Rate4	 
	 	 
	First Distribution Date: November 10, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates:  $124,852,000	  Rated Final Distribution Date: October 2032
	 	 
	CUSIP:    36255M AN75

                                                    U0403K AG06
  36255M AP27
	  Initial Certificate Balance of this

  Certificate:   $[______][QIB]

                                                         $[______][Reg S]
        $[______][IAI]

	 	 
	ISIN:       US36255MAN748

                                                   USU0403KAG059

US36255MAP2310
	 
	 	 
	Common Code:     17070621811

                                                   17070612912
	 
	 	 
	No.:  E-[1]	 


 


This certifies that [Cede &
Co.]13 is the registered owner of the Percentage
Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class E Certificates.
The Trust Fund consists
primarily of two notes secured by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued
by multiple special purpose entities evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund 


 





 






4
The initial approximate Pass-Through Rate as of the Closing Date is 4.744%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Rule 144A Certificates.


 


12
For Regulation S Certificates.


 


13 For Global Certificate
only.


  






     Exhibit A-7-4


     


    

 


was
created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class
X-B, Class B, Class C, Class D, Class F, Class G and Class R (collectively with the Class E Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing
Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,


 






     Exhibit A-7-5


     


    

 


benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian
and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest Owner, in
certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement.


 






     Exhibit A-7-6


     


    

 


In
addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special
Servicer and the Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the
amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized
or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the
exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee
or any other specified person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the Certificate Administrator
to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution Date, other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain books
and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates and the RR Interest or (ii)  the liquidation of the Whole Loan (including, without limitation,
the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and
all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






     Exhibit A-7-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 





Certificate of Authentication


 


This is one of the Class E Certificates
referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






     Exhibit A-7-8


     


    

 





SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






     Exhibit A-7-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






     Exhibit A-7-10


     


    








 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:









 






     Exhibit A-7-11


     


    

 


EXHIBIT A-8


 


FORM OF CLASS F CERTIFICATES


 


CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE


 





 









1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate
legend.


 







 






     Exhibit A-8-1


     


    

 


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS F CERTIFICATE IS SUBORDINATED TO
THE CLASS A, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO A PERSON THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
OR A GOVERNMENTAL


 






     Exhibit A-8-2


     


    

 


PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS
OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF SUCH PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS
OF SUCH PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF
THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND
SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (OR IN THE CASE OF A PLAN SUBJECT
TO SIMILAR LAW, WOULD NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW). TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE TRUST AND SERVICING AGREEMENT TO SUCH EFFECT.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






     Exhibit A-8-3


     


    

 


GS MORTGAGE SECURITIES CORPORATION TRUST 2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS F


 


	Pass-Through Rate: The Net Mortgage Loan Rate4	 
	 	 
	First Distribution Date: November 10, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates:  $107,977,000	  Rated Final Distribution Date: October 2032
	 	 
	CUSIP:   36255M AQ05

                                                    U0403K AH86
 36255M AR87
	  Initial Certificate Balance of this

  Certificate:   $[______][QIB]

                                                         $[______][Reg S]
       $[______][IAI]

	ISIN:       US36255MAQ068

                                                    USU0403KAH879
 US36255MAR8810
	 
	 	 
	Common Code:    17070619611

                                                   17070610212
	 
	 	 
	No.:  F-[1]	 


 


This certifies that [Cede &
Co.]13 is the registered owner of the Percentage
Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class F Certificates.
The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the Certificate Administrator on
behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund


 





 









4
The initial approximate Pass-Through Rate as of the Closing Date is 4.744%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Rule 144A Certificates.


 


12
For Regulation S Certificates.


 


13 For Global
Certificate only.


 






     Exhibit A-8-4


     


    

 


was
created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class
X-B, Class B, Class C, Class D, Class E, Class G and Class R (collectively with the Class F Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing
Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,


 






     Exhibit A-8-5


     


    

 


benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian
and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest Owner, in
certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement.


 






     Exhibit A-8-6


     


    

 


In
addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special
Servicer and the Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the
amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized
or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the
exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee
or any other specified person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the Certificate Administrator
to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution Date, other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain books
and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates and the RR Interest or (ii)  the liquidation of the Whole Loan (including, without limitation,
the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and
all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






     Exhibit A-8-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


  





Certificate of Authentication


 


This is one of the Class F Certificates
referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






     Exhibit A-8-8


     


    

 





SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


  





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





 






     Exhibit A-8-9


     


    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






     Exhibit A-8-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






 



     Exhibit A-8-11


     


    




 


EXHIBIT A-9


 


FORM OF CLASS G CERTIFICATES


 


CLASS G


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION
S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE


 





 









1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3 Global Certificate
legend.


 




 


 






     Exhibit A-9-1


     


    

 


ADMINISTRATOR, THE TRUSTEE, THE INITIAL PURCHASER, THE SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR THE TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO
AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN,
AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT
TO THE CLASS R CERTIFICATES) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A
QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS G CERTIFICATE IS SUBORDINATED TO
THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO A PERSON THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL


 






     Exhibit A-9-2


     


    

 


REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS
OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF SUCH PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS
OF SUCH PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF
THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND
SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (OR IN THE CASE OF A PLAN SUBJECT
TO SIMILAR LAW, WOULD NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW). TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN
CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE TRUST AND SERVICING AGREEMENT TO SUCH EFFECT.


 


THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN CODE SECTIONS 860G(a)(1) AND 860D.


 






     Exhibit A-9-3


     


    

 


GS MORTGAGE SECURITIES CORPORATION TRUST 2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS G


 


	Pass-Through Rate: The Net Mortgage Loan Rate4	 
	 	 
	First Distribution Date: November 10, 2017	 
	 	 
	Aggregate Initial Certificate Balance of the Class G Certificates:  $72,000,000	Rated Final Distribution Date: October 2032
	 	 
	CUSIP:   36255M AS65

                                                   U0403K
AJ46

36255M AT47
	Initial Certificate Balance of this
 Certificate:   $[______][QIB]

                                                         $[______][Reg S]
       $[______][IAI]

	 	 
	ISIN:       US36255MAS618

                                                   USU0403KAJ449

US36255MAT4510
	 
	 	 
	Common Code:    17070618811

                                                   17070609912
	 
	 	 
	No.:  G-[1]	 


 


This certifies that [Cede &
Co.]13 is the registered owner of the Percentage
Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class G Certificates.
The Trust Fund consists primarily of two notes secured by certain Collateral held in trust by the Certificate Administrator on
behalf of the Trustee issued by multiple special purpose entities evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund





 


 









4
The initial approximate Pass-Through Rate as of the Closing Date is 4.744%.


 


5
For Rule 144A Certificates.


 


6
For Regulation S Certificates.


 


7
For IAI Certificates.


 


8
For Rule 144A Certificates.


 


9
For Regulation S Certificates.


 


10
For IAI Certificates.


 


11
For Rule 144A Certificates.


 


12
For Regulation S Certificates.


 


13 For Global Certificate
only.


 






     Exhibit A-9-4


     


    

 


was
created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X-A, Class
X-B, Class B, Class C, Class D, Class E, Class F and Class R (collectively with the Class G Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and
Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee.
To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing
Agreement.


 


This Certificate represents a
“regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,


 






     Exhibit A-9-5


     


    

 


benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian
and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest Owner, in
certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement.


 






     Exhibit A-9-6


     


    

 


In
addition, no amendment may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special
Servicer and the Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the
amendment, or at the Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized
or permitted under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the
exercise of any power granted to the Servicer, the Special Servicer, the Certificate Administrator, the Depositor, the Trustee
or any other specified person in accordance with the amendment, will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the Certificate Administrator
to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution Date, other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain books
and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates and the RR Interest or (ii)  the liquidation of the Whole Loan (including, without limitation,
the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and
all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






     Exhibit A-9-7


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer





 


Certificate of Authentication


 


This is one of the Class G Certificates
referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






     Exhibit A-9-8


     


    

 





SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






     Exhibit A-9-9


     


    

 





ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






     Exhibit A-9-10


     


    

  


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 






     Exhibit A-9-11


     


    











 


EXHIBIT A-10


 


FORM OF CLASS R CERTIFICATES


 


CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSOR, THE BORROWER SPONSOR, THE MORTGAGE LOAN BORROWERS, THE PROPERTY MANAGER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASER OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS


 






     Exhibit A-10-1


     


    

 


CERTIFICATE, BY ACCEPTANCE HEREOF,
IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S.
PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TSA, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR
AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH
TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED
ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS
TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS
CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE
AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






     Exhibit A-10-2


     


    

  


GS MORTGAGE SECURITIES CORPORATION TRUST 2017-SLP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2017-SLP, CLASS R


 


	Percentage Interest:  100%	 
	 	 
	Cut-Off Date:  October 6, 2017	 
	 	 
	CUSIP:   36255M AU11

                                                                                 U0403K AK12
 36255M AV93
	 
	 	 
	ISIN:       US36255MAU184

                                                                                 USU0403KAK175
 US36255MAV906
	 
	 	 
	No.:  R-[1]	 


 


This certifies that [_____] is
the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund
with respect to the Class R Certificates. The Trust Fund consists primarily of two notes secured by certain Collateral held
in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose entities evidencing a fixed
rate loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to
the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents
to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust
and Servicing Agreement are the Class A, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class
F and Class G Certificates (collectively with the Class R Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued pursuant
to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and
Servicing Agreement”),


 





 






1
For Rule 144A Certificates.


 


2
For Regulation S Certificates.


 


3
For IAI Certificates.


 


4
For Rule 144A Certificates.


 


5
For Regulation S Certificates.


 





6 For IAI Certificates.


 






     Exhibit A-10-3


     


    

 


by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


This Certificate represents the
“residual interest” in two “real estate mortgage investment conduits,” as those terms are defined, respectively,
in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Trust Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing
Agreement.


 


Pursuant to the terms of the
Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after each Determination
Date, commencing in November 2017 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the month
preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s pro rata
share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and
interest, any Yield Maintenance Premiums then distributable, if any, and any other amounts distributable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All distributions will be made
to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register
or, provided that the Certificate Administrator has received appropriate wire transfer instructions, at least five Business Days
prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder
at a bank or other entity located in the United States and having appropriate facilities therefor. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified
by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This Certificate is limited in
right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does not purport
to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights,
benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 


As provided in the Trust and
Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated


 






     Exhibit A-10-4


     


    

 


transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


Prior to due presentation of
this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator,
the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any agent
of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing Agreement
may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian
and the Trustee, without the consent of any of the Certificateholders, the Companion Loan Holders or the RR Interest Owner, in
certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee
with the consent of the RR Interest Owner (if affected by such amendment) and the consent of the Holders of Certificates of each
Class adversely affected by such amendment evidencing, in each case, not less than 51% of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust
and Servicing Agreement or of modifying in any manner the rights of the Holders of the Certificates, except that the amendment
may not (1) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required
to be distributed on any Certificate or the RR Interest; (2) alter in any manner the liens on any Collateral securing payments
of the Trust Loan; (3) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing
Practices; (4) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to
consent to any action or inaction under the Trust and Servicing Agreement; (5) adversely affect the Controlling Class Representative
or the Risk Retention Consultation Party without the consent of 100% of the Controlling Class Certificateholders or the RR Interest
Owner, respectively; or (6) amend the Section 10.1 of the Trust and Servicing Agreement. Notwithstanding the foregoing,
no amendment to the Trust and Servicing Agreement may be made that changes in any manner the obligations of the Sponsor under the
Loan Purchase Agreement without the consent of the Sponsor, and the Trustee, the Servicer, the Special Servicer , the Certificate
Administrator or the Custodian may, but will not be obligated to, enter into any amendment to the Trust and Servicing Agreement
that it determines affects its rights, duties or immunities or creates any additional liability for the Trustee, the Servicer,
the Special Servicer, Certificate Administrator or the Custodian under the Trust and Servicing Agreement. In addition, no amendment
may be made to the Trust and Servicing Agreement unless the Trustee, the Custodian, the Servicer, the Special Servicer and the
Certificate Administrator have first received an Opinion of Counsel (at the expense of the party requesting the amendment, or at
the Trust Fund’s expense if the Trustee is the requesting party) to the effect that the amendment is authorized or permitted
under the Trust and Servicing Agreement and all conditions precedent have been met and that the amendment or the exercise of any
power granted to the Servicer, the


 






     Exhibit A-10-5


     


    

 


Special
Servicer, the Certificate Administrator, the Depositor, the Trustee or any other specified person in accordance with the amendment,
will not result in an Adverse REMIC Event.


 


The Trust and Servicing Agreement
provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Certificate Administrator,
the Depositor and the Trustee created thereby with respect to the Certificates (other than the obligation of the Certificate Administrator
to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution Date, other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC to maintain books
and records of the Trust Fund for such period of time as it maintains its own books and records and other than the indemnification
rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates and the RR Interest or (ii)  the liquidation of the Whole Loan (including, without limitation,
the sale of the Whole Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and
all other Collateral for the Whole Loan; provided, however, that in no event shall the Trust continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless the Certificate of Authentication
on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 






     Exhibit A-10-6


     


    

 


IN WITNESS WHEREOF, the Certificate
Administrator has caused this Certificate to be duly executed.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 





Certificate of Authentication


 


This is one of the Class R
Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 31, 2017


 





	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 






     Exhibit A-10-7


     


    

  


SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
[Definitive Certificate] have been made:


 





	Date of Exchange or Payment of Principal 	 	Certificate Balance Prior to Exchange or Payment 	 	Certificate Balance Exchanged or Principal Payment Made 	 	Type of Certificate Exchanged for 	 	Remaining Certificate Balance Following Such Exchange or Payment 	 	Notation Made by 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 






     Exhibit A-10-8


     


    

  


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________
__________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the
Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 





	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






     Exhibit A-10-9


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent.


 





	 	 	 	 
	 	By:	 	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	Title:	 
	 	 	 
	 	Taxpayer Identification Number:


 


 






     Exhibit A-10-10


     


    








 


EXHIBIT B


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	 
	 	Name of Mortgagor:	

	 	 	 
	Custodian
	 
	 	Name:	U.S. Bank National Association
	 	 	 
	 	Address:	1133 Rankin Street, Suite 100

St. Paul, Minnesota 55116

Attention: GS Trust 2017-SLP
	 	 	 
	 	
        Custodian

         

        Mortgage File No.: 
	
 


	 
	Depositor
	 
	 	Name:	GS Mortgage Securities Corporation II
	 	 	 
	 	Address:	
        200 West Street,
New York, New York 10282

	 	 	 
	 	Certificates:	GS Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series 2017-SLP


 


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from U.S. Bank National Association, as custodian (the “Custodian”),
for the Holders of GS Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series 2017-SLP,
the documents referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Trust and Servicing Agreement, dated as of October 6, 2017, by and among
GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special Servicer,
U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee (the “Trust and Servicing Agreement”).


 


		(   )	Note dated [          ],
in the original principal sum of $________, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		(   )	Mortgage(s) recorded on ____________ as instrument
no. ________ in the County Recorder’s Office of the County of _________, State of ___________ in book/reel/docket ___________
of official records at page/image ________.



 






    Exhibit B-1 


     


    

 


		(   )	Deed of Trust(s) recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


		(   )	Deed to Secure Debt recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


		(   )	Other documents, including any amendments, assignments
or other assumptions of the Notes or Mortgages.



 


		(   )	___________________________



 


		(   )	___________________________



 


		(   )	___________________________



 


		(   )	___________________________



 


The undersigned [Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust on behalf of the Custodian for the benefit
of the Certificateholders, solely for the purposes provided in the Trust and Servicing Agreement.


 


(2)       The
[Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the
Trust and Servicing Agreement.


 


(3)       The
[Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Whole
Loan has been liquidated or the Whole Loan has been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Trust and Servicing Agreement.


 


(4)       The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be earmarked for the account
of the Custodian, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property
in the [Servicer’s] [Special Servicer’s] possession, custody or control.


 






    Exhibit B-2 


     


    

 


	 	[SERVICER][SPECIAL
SERVICER]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:



 


Date: _________


 









    Exhibit B-3 


     


    

 


EXHIBIT C


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”) which are
held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 





 



 


*
Select appropriate depository.


 






    Exhibit C-1 


     


    

 


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 


(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or any person acting on
behalf of the Transferor or any such affiliate in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as
applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Servicer, the Special Servicer, the Custodian,
the Certificate Administrator and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: GS Mortgage
Securities Corporation II


 




    Exhibit C-2 


     


    

 


EXHIBIT D


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar





111 Fillmore Avenue 


St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, Custodian and as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”) which are
held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 






    Exhibit D-1 


     


    

 


(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or a person acting on
behalf of the Transferor or any such affiliate in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as
applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Servicer, the Special Servicer, the Custodian,
the Certificate Administrator and the Initial Purchaser.


  





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: GS Mortgage Securities Corporation II


 









    Exhibit D-2 


     


    

 


EXHIBIT E


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”) which are
held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through
the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP
No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 







 



 


*
Select appropriate depository.



 






    Exhibit E-1 


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Servicer, the Special Servicer, the Custodian,
the Certificate Administrator and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: GS Mortgage Securities Corporation II


 









    Exhibit E-2 


     


    

 


EXHIBIT F


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified
above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S
Global Certificate of the Class specified above issued under the Trust and Servicing Agreement certifies that it is not a
“U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on
such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of


 





 



 


* Select, as applicable.


 






    Exhibit F-1 


     


    

 


the Depositor, the Servicer, the Special Servicer, the Custodian, the Certificate
Administrator, the Trustee and the Initial Purchaser.


 


		Dated:	 	 



 


		By:	
 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 









    Exhibit F-2 


     


    

 


EXHIBIT G


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”) which are
held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 





 



 


*
Select appropriate depository.



 






    Exhibit G-1 


     


    

 


(3)       no
“directed selling efforts” have been made by the Transferor, an affiliate of the Transferor, or any person acting on
behalf of the Transferor or any such affiliate in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Custodian, the Certificate
Administrator, the Trustee and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: GS Mortgage Securities Corporation II


 









    Exhibit G-2 


     


    

 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”) which are
held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S;


 


(2)       the
offer and sale of the Certificates was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation
S;


 


(3)       no
“directed selling efforts” have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable; and


 






    Exhibit H-1 


     


    

 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Custodian, the Certificate
Administrator, the Trustee and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: GS Mortgage Securities Corporation II


 




    Exhibit H-2 


     


    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


U.S. Bank National Association,

as Certificate Registrar


 111 Fillmore Avenue


 St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by
and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate Certificate Balance of the Class [__] Certificates (the “Certificates”) which are
held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of


 






    Exhibit I-1 


     


    

 


the Depositor, the Servicer, the Special Servicer, the Custodian, the Certificate
Administrator, the Trustee and the Initial Purchaser.


 





	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: GS Mortgage Securities Corporation II


 






    Exhibit I-2 


     


    

 





EXHIBIT J-1


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


[Date]


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


GS Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.3 of the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee, on behalf of the holders of
the GS Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass Through Certificates, Series 2017-SLP (the “Certificates”)
in connection with the transfer by [             ] (the “Seller”)
to the undersigned (the “Purchaser”) of $_____ aggregate Certificate Balance of Class [ ] Certificates,
in certificated fully registered form (such registered interest, the “Certificate”). Terms used but not defined
herein shall have the meanings ascribed thereto in the Trust and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


[For Institutional Accredited
Investors only]             1.         The Purchaser is an institutional “accredited investor” (an “Institutional Accredited
Investor”, i.e., an entity meeting the requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”)) and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts
for which the Purchaser is acting are each able to bear the economic risk of our or its investment. The Purchaser is acquiring
the Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each
of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


 






    Exhibit J-1-1 


     


    

 


[For Qualified Institutional
Buyers only]            1.          The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


2.         The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer,
resale, pledge or other transfer to (i) “qualified institutional buyers” in transactions under Rule 144A, or (ii) Institutional
Accredited Investors pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case
of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale,
pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence
acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act
and other applicable laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse
the Trust for any costs incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent
Non-Book Entry Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment
intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.


 


3.         The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.


 


4.         The
Purchaser has reviewed the applicable Offering Circular dated September 22, 2017, relating to the Certificates (the “Offering
Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


5.         The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.         The
Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.3 of the Trust
and Servicing Agreement.


 






    Exhibit J-1-2 


     


    

 


7.         Check
one of the following:


 


☐        The
Purchaser is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or
successor form).


 


☐        The
Purchaser is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required to
be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The Purchaser
has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Purchaser as the
beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS
Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify
such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the U.S. Securities
is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy of IRS Form W-8EXP.
The Purchaser agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY, IRS Form
W-8ECI or IRS Form W-8EXP, as the case may be, any applicable successor IRS forms, or such other certifications as the Certificate
Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or
promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the
Certificate Registrar.


 


For purposes of this
paragraph 7, “U.S. Person” means a citizen or resident of the United States, a corporation, partnership (except to
the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United
States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal
income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable
Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


 


Please make all payments
due on the Certificates:**


 


(a)       by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 


Account number: _____________________________



Institution: __________________________________ 


 





 



 


**       Please
select (a) or (b).


 






    Exhibit J-1-3 


     


    

 


 


(b)       by
mailing a check or draft to the following address:  


______________________________________________


 


______________________________________________


 


______________________________________________





	 	Very truly yours,
	 	 
	 	[Insert Name of Purchaser]
	 	 	 
		By: 	 
	 	 	Name:
	 	 	Title:


 


Dated:  ________________, 20__


 









    Exhibit J-1-4 


     


    

 


EXHIBIT J-2


 


FORM OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


U.S. Bank National Association,

as Certificate Registrar 


111 Fillmore Avenue 


St. Paul, Minnesota
55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS Mortgage
                                         Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP (the “Certificates”) issued pursuant to the Trust
                                         and Servicing Agreement, dated October 6, 2017 (the “Trust and Servicing Agreement”),
                                         by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National
                                         Association, as Servicer and as Special Servicer, U.S. Bank National Association, as
                                         Certificate Administrator, as Custodian and as Trustee.



 





 






 





	STATE OF	)	 
	 	)                ss.:	 
	COUNTY OF	)	 



  


Capitalized terms not
defined herein shall have the meaning ascribed to them in the Trust and Servicing Agreement.


 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.         I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.         The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “Trust REMIC”) designated as the “Lower-Tier REMIC” and “Upper-Tier
REMIC,” respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.         The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a “Disqualified Organization”
is any of the following: (i) the United States, a State, or any agency or instrumentality of any of


 






    Exhibit J-2-1 


     


    

 


the
foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the
Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (ii) a
foreign government, International Organization or agency or instrumentality of either of the foregoing, (iii) an organization
that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business
taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with respect to the Class R Certificates (except
certain farmers’ cooperatives described in Code Section 521), (iv) rural electric and telephone cooperatives described
in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate Registrar based upon an opinion of counsel
to the effect that any transfer to such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms “United States”, “State” and “International
Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions thereto.


 


4.         The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.         The
Purchaser is a Permitted Transferee. For the purpose hereof, a “Permitted Transferee” is any Person or agent
of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who
is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the
effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause either Trust REMIC to
fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Person, (d) any
partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly or indirectly
(other than through a U.S. corporation), by a Disqualified Non-U.S. Person or (e) a U.S. Person with respect to which income
from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of the transferee or any other U.S. Person.


 


6.         No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.         The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Person.


 


8.         Check
the applicable paragraph:


 


☐        The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)        the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 






    Exhibit J-2-2 


     


    

 


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related Trust REMIC generates
losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐        The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)        the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐        None of the
above.


 


9.        The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 






    Exhibit J-2-3 


     


    

 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit and
agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent
(including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the agent of the Tax Matters Person and “partnership
representative” of the Lower-Tier REMIC and the Upper-Tier REMIC pursuant to Section 11.1 of the Trust and Servicing
Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.








	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 





	 	 	 
		By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit J-2-4 


     


    

  


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	 	 
	 	NOTARY PUBLIC in and for the

State of _______________
	 	 
	[SEAL]	 
	 	 
	My Commission expires:	 






 








 



 






    Exhibit J-2-5 


     


    

 


EXHIBIT
J-3


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


U.S.
Bank National Association,

as Certificate Registrar


111
Fillmore Avenue


St.
Paul, Minnesota 55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS
                                         Mortgage Securities Corporation Trust 2017-SLP, Commercial 

Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class R



 


 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing
Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by and among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National
Association, as Certificate Administrator, as Custodian and as Trustee. Capitalized terms used but not defined herein shall have
the meanings given to them in the Trust and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you,
as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-2. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee
(as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in such Transfer Affidavit and Agreement are false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be


 



    Exhibit J-3-1


     


    

 


respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.





	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 



    Exhibit J-3-2


     


    

 


EXHIBIT
J-4


 


FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF THE RR INTEREST


 


[Date]


 


U.S.
Bank National Association,

as Certificate Registrar


111
Fillmore Avenue


St.
Paul, Minnesota 55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


Goldman
Sachs Mortgage Company,

as Sponsor


200
West Street

New York, New York 10282

Attention: Leah Nivison


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS
                                         Mortgage Securities Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-SLP (the “Certificates”) issued, and the RR Interest created,
                                         pursuant to the Trust and Servicing Agreement (the “Trust and Servicing Agreement”),
                                         dated as of October 6, 2017, by and among GS Mortgage Securities Corporation II, as Depositor,
                                         Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank
                                         National Association, as Certificate Administrator, as Custodian and as Trustee	



 


Ladies
and Gentlemen:


 


[_____]
(the “Transferee”) hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	[[_____]
                                         (the “Transferor”) is transferring $[_____] RR Interest Balance of
                                         the RR Interest to [______] (the “Transferee”).] [The [_____] (the
                                         “Transferor”) is transferring $[_____] RR Interest Balance of the
                                         RR Interest to [_____] (the “Transferee”) that is a Permitted Lender
                                         in a repurchase transaction.] [The [_____] (the “Transferor”) is granting
                                         a security interest in the RR Interest to [_____] (the “Transferee”)
                                         that is a Permitted Lender.]



 


		2.	The
                                         transfer or the pledge contemplated in Paragraph 1 (a “Transfer”)
                                         is in compliance with the Trust and Servicing Agreement.



 



    Exhibit J-4-1


     


    

 


		3.	The
                                         Transferee is aware that the Certificate Registrar will not recognize any Transfer of
                                         any portion of the RR Interest by the Transferor unless the Transferee, or the Transferee’s
                                         agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Transferee expressly agrees that it will not consummate
                                         any such Transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		4.	The
                                         Transferee is not and will become (i) an “employee benefit plan” within the
                                         meaning of Section 3(3) of ERISA that is subject to the fiduciary responsibility provisions
                                         of ERISA, (ii) a “plan” within the meaning of Section 4975(e)(1) of the Code
                                         that is subject to Section 4975 of the Code, (iii) a plan or arrangement subject to any
                                         federal, state or local law materially similar to the foregoing provisions of ERISA or
                                         the Code (“Similar Law”) (iv) a Person whose assets include the assets
                                         of any such employee benefit plan or plan within the meaning of Department of Labor Regulation
                                         Section 2510.3-101, as modified by Section 3(42) of ERISA or otherwise (each of (i),
                                         (ii), (iii) and (iv), a “Benefit Plan”), or (v) any person acting
                                         on behalf of any such Benefit Plan or using the assets of a Benefit Plan to purchase
                                         the RR Interest.



 


		5.	Check
                                         one of the following:



 


		☐	The
                                         Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The
                                         Transferee is the Sponsor or a “majority-owned affiliate”, as such term is
                                         defined in the Credit Risk Retention Rules (a “Majority-Owned Affiliate”)
                                         of the Sponsor;



 


		B.	The
                                         Transferee is not acquiring the RR Interest as a nominee, trustee or agent for any person
                                         that is not the Sponsor or a Majority-Owned Affiliate of the Sponsor;



 


		C.	If
                                         the Transferee is a Majority-Owned Affiliate of the Sponsor, for so long as it retains
                                         its interest in the RR Interest, it will remain a Majority-Owned Affiliate of the Sponsor;
                                         and



 


		D.	The
                                         Transferee consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of the RR Interest will satisfy the risk retention requirements of the
                                         Sponsor, in its capacity as “sponsor” under the Credit Risk Retention Rules.



 


		☐	The
                                         Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The
                                         Transferee is a Permitted Lender;



 



    Exhibit J-4-2


     


    

 


		B.	It
                                         is not acquiring an interest in the RR Interest as a nominee, trustee or agent for any
                                         person that is not a Permitted Lender, and that for so long as it retains its interest
                                         in the RR Interest, it will remain a Permitted Lender; and



 


		C.	The
                                         Transferee consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of an interest in the RR Interest will satisfy the risk retention requirements
                                         of the Sponsor, in its capacity as “Sponsor” under the Credit Risk Retention
                                         Rules.



 


		6.	Check
                                         one of the following:



 


☐           The
Transferee is a “U.S. Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form
W-9 (or successor form).


 


☐           The
Transferee is not a “U.S. Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Registrar (or its agent) with respect to Distributions to be made on the Certificate(s). The
Transferee has attached hereto (i) a duly executed IRS Form W-8BEN or W-8BEN-E (or successor form), which identifies such Transferee
as the beneficial owner of the Certificate(s) and states that such Transferee is not a U.S. Person, (ii) two duly executed copies
of IRS Form W-8IMY (and all appropriate attachment, (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which
identify such Transferee as the beneficial owner of the Certificate(s) and state that interest and original issue discount on
the U.S. Securities is, or is expected to be, effectively connected with a U.S. trade or business or (iv) a duly executed copy
of IRS Form W-8EXP. The Transferee agrees to provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8BEN-E,
IRS Form W-8IMY, IRS Form W-8ECI or IRS Form W-8EXP, as the case may be, any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or
becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.


 


For
purposes of this paragraph 6, “U.S. Person” means a citizen or resident of the United States, a corporation, partnership
(except to the extent provided in applicable Treasury regulations), or other entity created or organized in or under the laws
of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership
for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust,
and one or more such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided
in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).


 



    Exhibit J-4-3


     


    

 


		6.	All
distributions to be made to the Transferee pursuant to the Trust and Servicing Agreement should be made to:



 


[INSERT
WIRE TRANSFER INFORMATION]


 


Bank:


Account
No.:  


Attention:


Ref:


ABA
No.:


 


		7.	Any
                                         communications to the Transferee pursuant to the Trust and Servicing Agreement should
                                         be provided to:



 


[INSERT
CONTACT INFORMATION]


 


[NAME]


[ADDRESS]


Fax
number: 


Telephone:


E-mail:


 


All
capitalized terms used but not defined herein have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Transferee has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.





	 	 	 
	 	[TRANSFEREE]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 



    Exhibit J-4-4


     


    




 


EXHIBIT
J-5


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF THE RR INTEREST


 


[Date]


 


U.S.
Bank National Association,

as Certificate Registrar





111
Fillmore Avenue





St.
Paul, Minnesota 55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


Goldman
Sachs Mortgage Company,

as Sponsor





200
West Street

New York, New York 10282

Attention: Leah Nivison


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282

Attention: Leah Nivison


 


		Re:	GS
                                         Mortgage Securities Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series
                                         2017-SLP (the “Certificates”) issued, and the RR Interest created,
                                         pursuant to the Trust and Servicing Agreement (the “Trust and Servicing Agreement”),
                                         dated as of October 6, 2017, by and among GS Mortgage Securities Corporation II, as Depositor,
                                         Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank
                                         National Association, as Certificate Administrator, as Custodian and as Trustee	



 


Ladies
and Gentlemen:


 


[_____]
(the “Transferor”) hereby certifies, represents and warrants to each of the addressees hereto:


 


		1.	[[_____]
                                         (the “Transferor”) is transferring $[_____] RR Interest Balance of the RR
                                         Interest to [______] (the “Transferee”).] [The [_____] (the “Transferor”)
                                         is transferring $[_____] RR Interest Balance of the RR Interest to [_____] (the “Transferee”)
                                         that is a Permitted Lender in a repurchase transaction.] [The [_____] (the “Transferor”)
                                         is granting a security interest in the RR Interest to [_____] (the “Transferee”)
                                         that is a Permitted Lender.]



 


		2.	The
                                         transfer or the pledge contemplated in Paragraph 1 (a “Transfer”)
                                         is in compliance with the Trust and Servicing Agreement.



 



    Exhibit J-5-1


     


    

 


		3.	The
                                         Transferor is aware that the Certificate Registrar will not recognize any Transfer of
                                         any portion of the RR Interest by the Transferor unless the Transferor, or the Transferor’s
                                         agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Transferor expressly agrees that it will not consummate
                                         any such Transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		4.	Check
                                         one of the following:



 


		☐	[The
                                         Transferor is the Sponsor,] and the Transferor certifies, represents and warrants to
                                         you that:



 


		A.	The
                                         Transferee is the Sponsor or a “majority-owned affiliate”, as such term is
                                         defined in the Credit Risk Retention Rules (a “Majority-Owned Affiliate”)
                                         of the Sponsor; and



 


		B.	To
                                         the Transferor’s knowledge, the Transferee is not acquiring the RR Interest as
                                         a nominee, trustee or agent for any person that is not the Sponsor or a Majority-Owned
                                         Affiliate of the Sponsor.



 


		☐	The
                                         Transferee certifies, represents and warrants to each of the addressees hereto that:



 


		A.	The
                                         Transferee is a Permitted Lender; and



 


		B.	To
                                         the knowledge of the Transferor, the Transferee is not acquiring an interest in the RR
                                         Interest as a nominee, trustee or agent for any person that is not a Permitted Lender,
                                         and that for so long as it retains its interest in the RR Interest, it will remain a
                                         Permitted Lender.



 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Trust and Servicing Agreement as Exhibit J-5. The Transferor
                                         does not know or believe that any representation contained therein is false.



 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing
Agreement.


 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 



    Exhibit J-5-2


     


    

 


	 	 	 
	 	[TRANSFEROR] 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 



    Exhibit J-5-3


     


    




 


EXHIBIT
K-1


 


FORM
OF INVESTOR CERTIFICATION FOR NON-BORROWER RELATED PARTIES AND/OR THE RISK RETENTION CONSULTATION PARTY


 


[Date]


 


U.S.
Bank National Association,

as Certificate Administrator


190
S. LaSalle Street, 7th Floor


Mail
Code MK-IL-SL7C


Chicago,
Illinois 60603

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Re:	GS
                                         Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]	



 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by and among GS
Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special Servicer,
U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [a certificateholder] [beneficial owner] [prospective purchaser] of the Class ___ Certificates] [the Controlling
Class Representative]1 [a repurchasing Sponsor][Risk Retention Consultation Party] [Companion Loan Holder] [RR
Interest Owner].


 


2.          [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY] The undersigned is not a Borrower Related Party.


 


3.          The
undersigned has received a copy of the final Offering Circular.2


 


The
undersigned is requesting access pursuant to the Trust and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Trust and Servicing Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside


 


 



 


1 Only required if (i) the Controlling Class Representative is not a Certificateholder and (ii) no Consultation Termination
Event or Control Termination Event is in effect.


 


2 Not required for a prospective purchaser.


 



    Exhibit K-1-1


     


    

 


persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will not, without the prior written consent of the Certificate Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.          The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to
be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	[Certificateholder] [Beneficial Owner][Prospective Purchaser] [Controlling Class Representative] [repurchasing Sponsor][Risk Retention Consultation Party] [Companion Loan Holder] [RR Interest Owner]
	 	 	 
	 	By:	 



 


	 	Name:	 



 


	 	Title:	 



 


	 	Company:	 



 


	 	Phone:	 



 



    Exhibit K-1-2


     


    

 


EXHIBIT
K-2


 


FORM
OF INVESTOR CERTIFICATION FOR BORROWER RELATED PARTIES

(FOR PERSONS OTHER THAN THE RISK RETENTION CONSULTATION PARTY)


 


[Date]


 


U.S.
Bank National Association,

as Certificate Administrator





190
S. LaSalle Street, 7th Floor





Mail
Code MK-IL-SL7C





Chicago,
Illinois 60603

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


  


		Re:	GS
                                         Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]	



 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of October 6, 2017 (the “Trust and Servicing Agreement”), by and among GS
Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special Servicer,
U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is [[a certificateholder] [beneficial owner] [prospective purchaser] of the Class ___ Certificates] [the Controlling
Class Representative] [Companion Loan Holder] [RR Interest Owner]1.


 


2.          The
undersigned is a Borrower Related Party.


 


3.          The
undersigned has received a copy of the final Offering Circular.2


 


4.          The
undersigned is requesting access pursuant to the Trust and Servicing Agreement to the Distribution Date Statements (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which
the undersigned is subject), and such Information will


 


 



 


1 Only required if (i) the Controlling Class Representative is not a Certificateholder and (ii) no Consultation Termination
Event or Control Termination Event is in effect.


 


2 Not required for a prospective purchaser.


 



    Exhibit K-2-1


     


    

 


not, without the prior written consent of the Certificate Administrator,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.          The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to
be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	[Certificateholder]
[Beneficial Owner][Prospective Purchaser] [Controlling Class Representative] [Companion Loan Holder] [RR Interest Owner]
	 	 	 
	 	By:	 



 


	 	Name:	 



 


	 	Title:	 



 


	 	Company:	 



 


	 	Phone:	 



 



    Exhibit K-2-2


     


    




 


EXHIBIT
K-3


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS


 


[Date]


 


U.S.
Bank National Association,

as Certificate Administrator





190
S. LaSalle Street, 7th Floor





Mail
Code MK-IL-SL7C





Chicago,
Illinois 60603

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 





		Re:	GS
                                         Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, Class [__]	



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Trust and Servicing Agreement, dated as of
October 6, 2017 (the “Trust Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor,
Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator,
as Custodian and as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.            The
undersigned is a [certificateholder] [beneficial owner] of the Class ___ Certificates.


 


2.            The
undersigned has received a copy of the Offering Circular.


 


3.            The
undersigned is not a Borrower Related Party.


 


4.            The
undersigned intends to exercise Voting Rights under the Trust and Servicing Agreement and certifies that (please check one of
the following):


 


		___	The
                                         undersigned is the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
                                         or the Trustee.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Servicer, the Special Servicer, the
                                         Certificate Administrator or the Trustee and hereby certifies to the existence of an
                                         Affiliate Ethical Wall between it and the Depositor, the Servicer, the Special Servicer,
                                         the Certificate Administrator or the Trustee, as applicable.



 


___        The
undersigned is not the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or an Affiliate
of the foregoing.


 


5.           The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Trustee, the Servicer, the


 



    Exhibit K-3-1


     


    

 


Special Servicer, the Certificate Administrator and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and [shall be deemed to have] caused its name to
be signed hereto by its duly authorized signatory, as of the day and year written above.


 


	 	 
	 	[Certificateholder]
[Beneficial Owner]
	 	 	 
	 	By:	 



 


	 	Name:	 



 


	 	Title:	 



 


	 	Company:	 



 


	 	Phone:	 







    Exhibit K-3-2


     


    

 


EXHIBIT
K-4


 


Form
of Certification of the risk retention consultation PARTY


 


[Date]


 



	Wells Fargo Bank, National
    Association

    Commercial Mortgage Servicing

    MAC D1050-084

    Three Wells Fargo

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: GSMS 2017-SLP Asset Manager

    email: commercial.servicing@wellsfargo.com	 

                           U.S.
                           Bank National Association,

                           as Certificate Administrator

        190
        S. LaSalle Street, 7th Floor

        Mail
        Code MK-IL-SL7C

        Chicago,
        Illinois 60603

        Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP

       
	 	 
	U.S.
        Bank National Association,

        as Certificate Registrar

        111
        Fillmore Avenue

        St.
        Paul, Minnesota 55107

        Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP

         
	Wells Fargo Bank, National Association

    Commercial Mortgage Special Servicing

    MAC D1050-084

    Three Wells Fargo

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: GSMS 2017-SLP Special Servicing – Dan Marthinsen

    email: dan.marthinsen@wellsfargo.com
	 	 


		Re:	GS
                                         Mortgage Securities Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP, RR Interest	



 


In
accordance with Section 6.5 of the Trust and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


2.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Trust and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


3.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 



    Exhibit K-4-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 


	 	[RISK
    RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:












 


Dated:
_______





cc:
GS Mortgage Securities Corporation II


 



    Exhibit K-4-2


     


    

 


EXHIBIT
L


 


APPLICABLE
SERVICING CRITERIA


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of
doubt, for purposes of this Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include
any Sub-Servicer engaged by a Servicer or Special Servicer.


 


	 	APPLICABLE
    Servicing Criteria 	applicable
    

    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Servicer

    Special Servicer
	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Servicer

    Special Servicer
	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer

        

        Special
Servicer 

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer

        

        Special
        Servicer

        

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer

        

        Special
        Servicer

        

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	N/A

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Servicer

    Special Servicer
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Servicer

    Special Servicer



 



    Exhibit L-1-3


     


    

 


	 	APPLICABLE
    Servicing Criteria 	applicable
    

    PARTY
	Reference	Criteria	 
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

    Special Servicer
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	

        

        Servicer

        Special Servicer

          

         

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	N/A
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	N/A
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	N/A
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	N/A
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer



 



    Exhibit L-1-3


     


    

 


	 	APPLICABLE
    Servicing Criteria 	applicable
    

    PARTY
	Reference	Criteria	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


  



    Exhibit L-1-3


     


    

 





EXHIBIT
M


 


FORM
OF NRSRO CERTIFICATION


 


[Date]


 


U.S.
Bank National Association


190
S. LaSalle Street, 7th Floor


Mail
Code MK-IL-SL7C


Chicago,
Illinois 60603

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


		Attention:	GS
                                         Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP



 


In
accordance with the requirements for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of
October 6, 2017 (the “Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II,
as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National Association, as
Certificate Administrator, as Custodian and as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
                                         or



 


		2.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


has
access to the Depositor’s 17g-5 website; and


 


agrees
that the confidentiality agreement provided by the Certificate Administrator shall be applicable to the undersigned with respect
to information obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from the 17g-5
Information Provider’s Website.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.


 



    Exhibit M-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 


Date:


 


	 	


Very
truly yours,



	 	 
	 	[NRSRO Name]












 


By:

Name:

Title:

Phone:

E-mail:


 



    Exhibit M-2


     


    




  


EXHIBIT
N


 


FORM
OF POWER OF ATTORNEY


 


RECORDING
REQUESTED BY:


 


[_____________]

[_____________]

[_____________]

Attention: [_____________]


 


SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


U.S.
Bank National Association, a national banking association organized and existing under the laws of the United States and having
an office at 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603, not in its individual capacity but solely as
Trustee (in such capacity, the “Trustee”), hereby constitutes and appoints [__________] (the “[Servicer]
[Special Servicer]”), as its true and lawful attorney-in-fact (the “Attorney-in-Fact”), and in
its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the [Board of Directors] of the
[Servicer] [Special Servicer], to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably
necessary and appropriate for the tasks described in the items (1) through (12) below; provided however, that the documents described
below may only be executed and delivered by such Attorney-In-Fact if such documents are required or permitted under the terms
of the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Agreement”) by and among GS Mortgage
Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer (in such capacity, the “Servicer”)
and as Special Servicer (in such capacity, the “Special Servicer”), and U.S. Bank National Association, as
Certificate Administrator (in such capacity, the “Certificate Administrator”), Custodian (in such capacity,
the “Custodian”) and Trustee on behalf of the GS Mortgage Security Corporation Trust 2017-SLP, Commercial Mortgage
Pass-Through Certificates, Series 2017-SLP and no power is granted hereunder to take any action that would be adverse to the interests
of U.S. Bank National Association.


 


This
Limited Power of Attorney is being issued in connection with the [Servicer’s] [Special Servicer’s] responsibilities
to service a certain mortgage loan (the “Mortgage Loan”) held by U.S. Bank National Association, as Trustee.
The Mortgage Loan is secured by collateral comprised of a mortgage (the “Mortgage”) encumbering any and all
real and personal property delineated therein (collectively, the “Properties”) and the Notes secured thereby.
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


1.          Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable)


 



    Exhibit N-1


     


    

 


belonging to or claimed by U.S. Bank National Association, as Trustee, and to use or take any lawful means
for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a deed of trust,
the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure,
evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the Mortgage by judicial
or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste,
fraud and any and all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits
or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other
action.


 


2.          Execute
and/or file such documents and take such other action as is proper and necessary to defend U.S. Bank National Association, as
Trustee, in litigation and to resolve any litigation where the [Servicer] [Special Servicer] has an obligation to defend U.S.
Bank National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.          Transact
business of any kind regarding the Mortgage Loan and the Properties.


 


4.          Obtain
an interest in the Mortgage Loan, Property and/or building thereon, as U.S. Bank National Association, Trustee’s act and
deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment
of a promissory note or performance of any obligation or agreement.


 


5.          Execute,
complete, indorse or file bonds, notes, the Mortgage, any deeds of trust and other contracts, agreements and instruments regarding
the Mortgage Loan Borrowers, the Mortgage Loan and/or the Properties, including but not limited to the execution of estoppel certificates,
financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans,
waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment
agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase
and sale agreements, and other instruments pertaining to the Mortgage or any deed of trust, and execution of deeds and associated
instruments, if any, conveying any Property, in the interest of U.S. Bank National Association, as Trustee.


 


6.          Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Mortgage Loan.


 


7.          [RESERVED].


 


8.          Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the [Servicer’s]
[Special Servicer’s] duties and responsibilities under the Agreement.


 



    Exhibit N-2


     


    

 


9.          Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Loan to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loan.


 


10.        Subordinate
the lien of the Mortgage, any deed of trust, or deed to secure debt (i) for the purpose of refinancing a Mortgage Loan, where
applicable, or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent
domain, including but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably
required for such purpose, and the execution or requests to the trustees to accomplish the same.


 


11.        Convey
the Property to the mortgage insurer, or close the title to the Property to be acquired as real estate owned, or convey title
to real estate owned property (“REO Property”).


 


12.        Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of any Property to a party
contracted to purchase same, escrow instructions and any and all documents necessary to effect the transfer of REO Property.


 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do as of [date].


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The
[Servicer] [Special Servicer] hereby agrees to indemnify and hold U.S. Bank National Association, as Trustee, and its directors,
officers, employees and agents (the “Indemnified Parties”) harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
incurred by the Trustee (including, without limitation, reasonable fees and disbursements of counsel incurred by an Indemnified
Party in any action or proceeding between the [Servicer] [Special Servicer] and the Indemnified Party or between the Indemnified
Party and any third party if the Trustee prevails on its indemnification claim) by reason or result of the negligent use, or negligent
or willful misuse of this Limited Power of Attorney by the [Servicer] [Special Servicer]. The foregoing indemnity shall survive
the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of U.S. Bank National
Association, as Trustee under the Agreement.


 


This
limited Power of Attorney may not be assigned by the [Special] Servicer without the consent of U.S. Bank National Association.


 



    Exhibit N-3


     


    

 


This
limited Power of Attorney is effective as of the date below and shall continue to remain in full force and effect until (a) revoked
in writing by the Trustee, (b) the termination, resignation or removal of the Trustee as trustee of the Trust, or (c) the termination,
resignation or removal of the [Servicer] [Special Servicer] as [Servicer] [Special Servicer] of the trust.


 



    Exhibit N-4


     


    

 


IN
WITNESS WHEREOF, U.S. Bank National Association, as Trustee has caused these presents to be signed and acknowledged in its name
and behalf by a duly elected and authorized signatory this __________ day of ________________, 20[__].


 


	 	 	U.S.
                    Bank National Association, as Trustee


 


for
the benefit of the Holders of GS Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
Series 2017-SLP


 



		 	By:	
	Witness:	 	 	, Vice President
		 	 	 
	Witness:	 	 	 
		 	 	 
	Attest:	Assistant Secretary	 	 	 



 


    Exhibit N-5


     


    

 


EXHIBIT
O


 


FORM
OF ERISA REPRESENTATION LETTER


 


[Date]


 


U.S.
Bank National Association,

as Certificate Registrar


111
Fillmore Avenue


St.
Paul, Minnesota 55107

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


U.S.
Bank National Association,

as Trustee


190
S. LaSalle Street, 7th Floor


Mail
Code MK-IL-SL7C


Chicago,
Illinois 60603

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


[Transferor]


[______]


[______]


Attention:
[______]


 


		Re:	GS
                                         Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP	



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$_____________ initial Certificate Balance] [$_____________
initial Notional Amount] [_____% Percentage Interest] [of GS Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage
Pass Through Certificates, Series 2017-SLP, Class [_], CUSIP No. [____] (the “Certificates”)][of the RR Interest],
issued pursuant to that certain Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust Agreement”),
by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee. Capitalized terms used and
not otherwise defined herein have the respective meanings ascribed to such terms in the Trust Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Certificates][RR
Interest], the Purchaser is not and will not be (i) a retirement plan or other employee benefit plan or arrangement, including
an individual retirement account or a Keogh plan, which is subject to Title I of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of


 



    Exhibit O-1


     


    

 


ERISA) or other plan that is subject to any federal, state or local law
(“Similar Law”) that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each,
a “Plan”), or (ii) a collective investment fund, the assets of which are considered Plan assets under the U.S.
Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA or for purposes of Similar Law, an insurance
company using assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA
or Similar Law to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets of any such Plan,
other than, in the case of the Class E, Class F and Class G Certificates, an insurance company using assets of its general account
under circumstances whereby such purchase and the subsequent holding of such Certificates by such insurance company would be exempt
from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under Sections I and III of
Department of Labor Prohibited Transaction Class Exemption 95-60 (or in the case of a plan subject to Similar Law, would not result
in a non-exempt violation of Similar Law).


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 


	 	Very
truly yours,
	 	 
	 	[The
Purchaser]
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:





 



    Exhibit O-2


     


    




 


EXHIBIT
P


 


FORM
OF ONLINE VENDOR CERTIFICATION


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information,
please contact 866-252-4360, or at www.usbank.com/abs.


 


In
connection with the GS Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series 2017-SLP
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The
undersigned is an employee or agent of Bloomberg Financial Markets, L.P., CMBS.com, Inc., Trepp, LLC, Intex Solutions, Inc., Moody’s
Analytics, BlackRock Financial Management Inc., Markit Group Limited or Thomson Reuters, a market data provider that has been
given access to the Distribution Date Statements, CREFC reports and supplemental notices on www.usbank.com/abs by request of the
Depositor.


 


2.          The
undersigned agrees that each time it accesses www.usbank.com/abs, the undersigned is deemed to have recertified that the representation
above remains true and correct.


 


3.          The
undersigned acknowledges and agrees that the provision to it of information and/or reports on www.usbank.com/abs is for its own
use only, and agrees that it will not disseminate or otherwise make such information available to any other person without the
written consent of the Depositor, and any confidentiality agreement applicable to the undersigned with respect to information
obtained from the Depositor’s 17g-5 Website shall also be applicable to information obtained from www.usbank.com/abs.


 


4.          Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement, dated
as of October 6, 2017, by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 



    Exhibit P-1


     


    




  





	 	[                         ]



 


		By:	 



 


		Name:	 



 


		Title:	 



 


		Company:	 



 


		Phone:	 



 



    Exhibit P-2


     


    

 


EXHIBIT
Q-1


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


	Attention:	GS
Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series 2017-SLP	 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of October 6, 2017 (the “Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National Association,
as Certificate Administrator, as Custodian and as Trustee. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as Depositor, that:


 


1.          The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Whole Loan for which _________________
is the Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee
Right free from any and all claims and encumbrances whatsoever.


 


2.          Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the


 






    Exhibit Q-1-1


     


    

 


Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 


	 	Very truly yours,









 


By:

Name:

Title:


 



    Exhibit Q-1-2


     


    




 


EXHIBIT
Q-2


 


FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


GS
Mortgage Securities Corporation II

200 West Street

New York, New York 10282-2198

Attention: Leah Nivison


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1050-084

Three Wells Fargo

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: GSMS 2017-SLP Asset Manager

email: commercial.servicing@wellsfargo.com


 


		Attention:	GS
Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates, Series 2017-SLP	 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of October 6, 2017 (the “Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation
II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National Association,
as Certificate Administrator, as Custodian and as Trustee. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as the Depositor and the Servicer, that:


 


1.          The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Whole Loan as to which __________________
is the applicable Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with
a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would
violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 


2.          The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, the Certificate
Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and


 






    Exhibit Q-2-1


     


    

 


(c) the
Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered
or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from
such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially
in the form attached as Exhibit Q-1 to the Trust and Servicing Agreement, and (B) each of the Servicer and the Depositor have
received a certificate from the prospective transferee substantially in the form attached as Exhibit Q-2 to the Trust and Servicing
Agreement.


 


3.          The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.17 of the Trust and Servicing Agreement, which provisions it has carefully reviewed.


 


4.          Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.          The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Whole Loan, and (e) all related matters that it has requested.


 


6.          The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 



    Exhibit Q-2-2


     


    

 


7.          The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.          The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Trust and Servicing Agreement.


 


	 	Very
truly yours,
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:








  



    Exhibit Q-2-3


     


    

 


EXHIBIT
R


 


FORM
OF CUSTODIAL CERTIFICATION / EXCEPTION REPORT


 


[DATE]


 


[All
Parties to Trust and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]


 


		Re:	Trust
                                         and Servicing Agreement (“Trust and Servicing Agreement”) relating
                                         to GS Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through
                                         Certificates, Series 2017-SLP



 


Ladies
and Gentlemen:


 


In
accordance with the provisions of Section 2.2(b) of the Trust and Servicing Agreement, dated as of October 6, 2017 (the
“Trust and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor, Wells Fargo
Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator,
as Custodian and as Trustee, the undersigned hereby certifies that, with respect to the Mortgage Loan, and subject to the exceptions
noted in the schedule of exceptions attached hereto, (i) all documents referred to in Section 2.1(b) of the Trust and Servicing
Agreement are in its possession; (ii) the recordation/filing contemplated by Section 2.1(b) of the Trust and Servicing
Agreement has been completed (based solely on receipt by the undersigned of the particular recorded/filed documents); and (iii)
all documents received by the undersigned or the Custodian with respect to the Mortgage Loan have been reviewed by the undersigned
or the Custodian on behalf of the undersigned and (A) appear regular on their face (handwritten additions, changes or corrections
shall not constitute irregularities if initialed by the Mortgage Loan Borrowers), (B) appear to have been executed (where appropriate),
(C) purport to relate to the Mortgage Loan and (D) purport to be recorded or filed (as applicable) and have not been torn, mutilated
or otherwise defaced, and appear on their faces to relate to the Mortgage Loan.


 


The
undersigned makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such
documents contained in the Mortgage File, or (ii) the collectability, insurability, effectiveness or suitability of the Mortgage
Loan.


 


The
Custodian’s review of the Mortgage File and its certification with respect thereto shall not be deemed to constitute “due
diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2,
respectively, promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.


 






    Exhibit R-1


     


    

 


Capitalized
words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Trust
and Servicing Agreement. This Certificate is subject in all respects to the terms of the Trust and Servicing Agreement.


 


	 	U.S.
Bank National Association, as Custodian
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:














 



    Exhibit R-2


     


    




 


EXHIBIT
S


 


FORM
OF NOTICE TO PARTIES OF A CONTROL TERMINATION EVENT / CONSULTATION TERMINATION EVENT


 


[Date]


 


	Wells Fargo Bank, National
    Association

    Commercial Mortgage Servicing

    MAC D1050-084

    Three Wells Fargo

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: GSMS 2017-SLP Asset Manager

    email: commercial.servicing@wellsfargo.com	U.S.
                           Bank National Association,

                           as Certificate Administrator

        

        190
        S. LaSalle Street, 7th Floor

        

        Mail
        Code MK-IL-SL7C

        

        Chicago,
Illinois 60603

Attention: Bondholder Services – GS Mortgage Securities
Corporation Trust 2017-SLP

        

        

	 	 
	U.S.
        Bank National Association,

        as Certificate Registrar

        

        111
        Fillmore Avenue

        

        St.
        Paul, Minnesota 55107

        Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP

         
	Wells Fargo Bank, National Association

    Commercial Mortgage Special Servicing

    MAC D1050-084

    Three Wells Fargo

    401 South Tryon Street, 8th Floor

    Charlotte, North Carolina 28202

    Attention: GSMS 2017-SLP Special Servicing – Dan Marthinsen

    email: dan.marthinsen@wellsfargo.com


 





		Re:	GS
                                         Mortgage Securities Corporation Trust 2017-SLP, Commercial Mortgage Pass-Through Certificates,
                                         Series 2017-SLP	



 


THIS
NOTICE IDENTIFIES THE AFFILIATION OF THE CONTROLLING CLASS REPRESENTATIVE OR A HOLDER OF THE MAJORITY OF THE CONTROLLING CLASS
WITH A BORROWER RELATED PARTY RELATING TO THE GS MORTGAGE SECURITIES CORPORATION TRUST 2017-SLP, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2017-SLP, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 6.5(C) OF THE TRUST AND SERVICING
AGREEMENT.


 


In
accordance with Section 6.5(c) of the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Agreement”),
between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association, as Servicer and as Special
Servicer, U.S. Bank National Association, as Certificate Administrator, as Custodian and as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 



    Exhibit S-1


     


    

 


1.          The
undersigned is [the Controlling Class Representative] [a holder of [__]% of the Controlling Class, by Certificate Balance,] as
of the date hereof.


 


2.          The
undersigned has become a Borrower Related Party with respect to the Mortgage Loan.


 


3.          If
the undersigned is either (a) a holder of 50% or more of the Controlling Class or (b) the Controlling Class Representative then
each of the recipients to this notice are hereby notified that a Consultation Termination Event and a Control Termination Event
is hereby deemed to occur with respect to the Mortgage Loan.


 


4.          The
undersigned agrees to indemnify and hold harmless each party to the Agreement, the Initial Purchaser and the Trust Fund from any
damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity) arising out of or
resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting on its behalf
of any information made available to Privileged Persons.


 


5.          The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.          The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Controlling Class Representative] [a Controlling Class Certificateholder]
	 	By:	 	 
	 	

Name:
 Title:
 Phone:
 Email:
 Address









 



    Exhibit S-2


     


    

 


EXHIBIT
T


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


Solely
in the event that a Companion Loan is included in an Other Securitization which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column are obligated pursuant to Section 11.4
of the Trust and Servicing Agreement to disclose to each Other Depositor and Other Exchange Act Reporting Party to which such
information is relevant for Exchange Act reporting purposes any information described in the corresponding Form 10-D Item described
in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating
income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the
Offering Circular and prospectus related to an Other Securitization Trust (other than information with respect to itself that
is set forth in or omitted from the Offering Circular or such prospectus), in the absence of specific written notice to the contrary
from the Depositor or the Loan Seller. Each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer
(in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than
a party or property identified as such in the prospectus related to an Other Securitization Trust and to assume that no other
party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Servicer or
the Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for
which the Servicer or the Special Servicer is not the Servicer or the Special Servicer, as the case may be. For this Series 2017-SLP
Trust and Servicing Agreement, and any Other Securitization Trust, each of the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-D	Party
    Responsible 
	Item
                                         1: Distribution and Pool Performance Information

         

        

        

        Any
        information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement

         
	Certificate
                                         Administrator

        

        Depositor 

        Servicer

(only with respect to Item 1121(a)(12)

as to non-Specially Serviced Loans) 

        Special
        Servicer

        (only with respect to Item 1121(a)(12)

        as to Specially Serviced Loans)

        

	Item
                                         2: Legal Proceedings

        

         

        

        per
        Item 1117 of Regulation AB

        
	(i)
    All parties to the Trust and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Servicer and the Special Servicer as to the Trust (in the case of the Servicer and the Special Servicer,
    to be reported by the 



 



    Exhibit T-1


     


    

 


	 	party
    controlling such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating
    to a Mortgage Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation
    AB)
	Item
    3: Sale of Securities and Use of Proceeds	Depositor
	Item
    4: Defaults Upon Senior Securities	Certificate
    Administrator Trustee
	Item
    5: Submission of Matters to a Vote of Security Holders	Certificate
    Administrator
	Item
    6: Significant Obligors of Pool Assets	Servicer
                                                                                                                         (excluding information for which the Special Servicer is the “Party Responsible”) Special Servicer (as to REO
                                                                                                                         Properties)

        

	Item
    8: Significant Enhancement Provider Information	Depositor
	Item
    9: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    10: Exhibits	Certificate
                                         Administrator (as to the Distribution Date Statement)

        

        Depositor

        



 



    Exhibit T-2


     


    

 


EXHIBIT
U


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


Solely
in the event that a Companion Loan is included in an Other Securitization which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column are obligated pursuant to Section 11.5
of the Trust and Servicing Agreement to disclose to each Other Depositor and Other Exchange Act Reporting Party to which such
information is relevant for Exchange Act reporting purposes any information described in the corresponding Form 10-K Item described
in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating
income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the
Offering Circular and prospectus related to an Other Securitization Trust (other than information with respect to itself that
is set forth in or omitted from the Offering Circular or such prospectus), in the absence of specific written notice to the contrary
from the Depositor or the Loan Seller. Each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer
(in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than
a party or property identified as such in the prospectus related to an Other Securitization Trust and to assume that no other
party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Servicer or
the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for
which the Servicer or the Special Servicer is not the applicable Servicer or Special Servicer, as the case may be. For this Series
2017-SLP Trust and Servicing Agreement, and any Other Securitization Trust, each of the Certificate Administrator, the Trustee,
the Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.








 


	Item
    on Form 10-K	Party
    Responsible 
	Item
1B: Unresolved Staff Comments

        

        

         
	Depositor
	Item
    9B: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15: Exhibits, Financial Statement Schedules	Certificate
Administrator Depositor

        

	Additional
                                         Item:

         

        

        

        Disclosure
        per Item 1117 of Regulation AB

        
	(i)
    All parties to the Trust and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Servicer, the Depositor and the Special Servicer
    as to the Trust (in the case of the Servicer, the Depositor and the Special 



 



    Exhibit U-1


     


    

 


	 	Servicer, to be reported by the party controlling
    such litigation), (iv) each Sponsor as to itself and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage
    Loan sold by such Sponsor to the Depositor, (v) the Depositor (as to any party under Item 1100(d)(1) of Regulation AB)
	Additional
                                         Item:

        

        Disclosure
        per Item 1119 of Regulation AB

         
	(i)
    All parties to the Trust and Servicing Agreement as to themselves (in the case of the Servicer, only as to 1119(a) affiliations
    with Significant Obligors identified in the Trust and Servicing Agreement, the Trustee, the Certificate Administrator, the
    Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations
    with Significant Obligors identified in the Trust and Servicing Agreement, the Trustee, the Certificate Administrator, the
    Servicer or a sub-servicer described in 1108(a)(3)), (ii) the Depositor (as to the Trust), (iii) each Sponsor as to itself
    and as to each 1110(b) originator and 1100(d)(1) party relating to a Mortgage Loan sold by such Sponsor to the Depositor,
    (iv) the Depositor as to the enhancement or support provider, (v) the Depositor (as to any party under Item 1100(d)(1) of
    Regulation AB)
	Additional
                                         Item:

        

        Disclosure
per Item 1112(b) of Regulation AB
	Servicer
(excluding information for which the Special Servicer is the “Party Responsible”) Special Servicer (as to REO
Properties)

	Additional
                                         Item:

        

        Disclosure
        per Items 1114(b)(2) and 1115(b) of Regulation AB

        
	Depositor


 






    Exhibit U-2


     


    

 


EXHIBIT
V


 


FORM
8-K DISCLOSURE INFORMATION


 


Solely
in the event that a Companion Loan is included in an Other Securitization which is subject to the Exchange Act reporting requirements
of Regulation AB, the parties identified in the “Party Responsible” column are obligated pursuant to Section 11.6
of the Trust and Servicing Agreement to report to each Other Depositor and Other Exchange Act Reporting Party to which such information
is relevant for Exchange Act reporting purposes the occurrence of any event described in the corresponding Form 8-K Item described
in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such)
shall be entitled to rely on the accuracy of the Offering Circular and prospectus related to an Other Securitization Trust (other
than information with respect to itself that is set forth in or omitted from the Offering Circular or such prospectus), in the
absence of specific written notice to the contrary from the Depositor or the Loan Seller. Each of the Certificate Administrator,
the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there
is no “significant obligor” other than a party or property identified as such in the prospectus related to an Other
Securitization Trust and to assume that no other party or property will constitute a “significant obligor” after the
Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in a
Form 8-K that relates to any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable Servicer or Special
Servicer, as the case may be. For this Series 2017-SLP Trust and Servicing Agreement, and any Other Securitization Trust, each
of the Certificate Administrator, the Trustee, the Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Servicer,
                                                                                                                         Special Servicer and the Trustee (in the case of the Servicer, Special Servicer and the
                                                                                                                         Trustee, only as to agreements it is a party to or entered into on behalf of the Trust) Certificate Administrator (other than
                                                                                                                         as to agreements to which the Depositor (and no                                          other party to the Trust and
                                                                                                                         Servicing Agreement) is a party)

        

        Depositor

        

	Item
    1.02- Termination of a Material Definitive Agreement	Servicer,
                                         Special Servicer and the Trustee (in the case of the Servicer, Special Servicer and the
                                         Trustee, only as to agreements it is a party to or entered into on behalf of the Trust)
                                         Certificate Administrator (other than as to agreements to which the Depositor (and no
                                         other party to the Trust and Servicing Agreement) is a party)


        




 



    Exhibit V-1


     


    

 


	 	Depositor
	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Sponsor as to itself
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Depositor

    Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	Depositor
	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Servicer, Special Servicer or Trustee	Servicer
                                         (as to itself or a servicer retained by it)

        

        Special
        Servicer (as to itself or a servicer retained by it)

        

        Trustee
        Certificate Administrator Depositor

        

	Item
    6.03- Change in Credit Enhancement or External Support	Depositor

    Certificate Administrator
	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure	Depositor
	Item
    7.01- Regulation FD Disclosure	Depositor
	Item
    8.01	Depositor
	Item
    9.01	Depositor






    Exhibit V-2


     


    

 


EXHIBIT
W


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


U.S.
Bank National Association,

as Certificate Administrator





190
S. LaSalle Street, 7th Floor





Mail
Code MK-IL-SL7C





Chicago,
Illinois 60603

Attention: Bondholder Services – GS Mortgage Securities Corporation Trust 2017-SLP


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.4] [11.5] [11.6] of the Trust and Servicing Agreement, dated as of October 6, 2017 (the “Trust
and Servicing Agreement”), by and among GS Mortgage Securities Corporation II, as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Servicer and as Special Servicer, U.S. Bank National Association, as Certificate Administrator,
as Custodian and as Trustee, the undersigned, as [     ], hereby notifies you that certain events have come to our attention that
[will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                    ], phone number: [                    ]; email address: [                    ].


 


	 	[NAME
    OF PARTY],
	 	as
    [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








  





cc:
Depositor


 



    Exhibit W-1


     


    




 


EXHIBIT
X


 


INITIAL
SUB-SERVICERS


 


None.


 



    Exhibit X-1


     


    

 


EXHIBIT
Y


  


FORM
OF BACKUP CERTIFICATION


 


GS
Mortgage Securities Corporation Trust 2017-SLP (the “Trust”)


 


I,
[identify the certifying individual], a [identify position] of [identify party],
as [identify role] under that certain Trust and Servicing Agreement dated as of October 6, 2017 (the “Trust and Servicing
Agreement”), entered into between GS Mortgage Securities Corporation II, as Depositor, Wells Fargo Bank, National Association,
as Servicer, Wells Fargo Bank, National Association, as Special Servicer, U.S. Bank National Association, as Trustee, and U.S.
Bank National Association, as Certificate Administrator, paying agent and custodian, on behalf of the [identify role], certify
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all servicing information and all required reports required to be
                                         submitted by the [identify role] to the applicable Other Exchange Act Reporting Party
                                         pursuant to the Trust and Servicing Agreement for inclusion in the annual report on Form
                                         10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the
                                         “Reports”) have been submitted by the [identify role] to the Servicer,
                                         the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion
                                         in these reports;



 


		2.	Based
                                         on my knowledge, the [identify role] information contained in the Reports, taken as a
                                         whole, does not contain any untrue statement of a material fact or omit to state a material
                                         fact necessary to make the statements made therein, in light of the circumstances under
                                         which such statements were made, not misleading with respect to the period covered by
                                         these reports;



 


		3.	I
                                         am, or an officer under my supervision is, responsible for reviewing the activities performed
                                         by the [identify role] under the Trust and Servicing Agreement and based upon my knowledge
                                         and the annual compliance reviews conducted in preparing the servicer compliance statements
                                         required in this report under Item 1123 of Regulation AB with respect to the [identify
                                         role], and except as disclosed in the compliance certificate delivered by the [identify
                                         role] under Section 11.7 of the Trust and Servicing Agreement, the [identify role] has
                                         fulfilled its obligations under the Trust and Servicing Agreement in all material respects
                                         in the year to which such report applies;



 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the [identify role] with respect to
                                         the Trust’s fiscal year _____ have been provided all information relating to the
                                         [identify role] assessment of compliance with the Relevant Servicing Criteria, in order
                                         to enable them to conduct a review in compliance with the standards for attestation engagements
                                         issued or adopted by the PCAOB; and



 



    Exhibit Y-1


     


    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the [identify
                                         role] for asset-backed securities with respect to the [identify role] or any Servicing
                                         Function Participant retained by the [identify role] and related attestation report on
                                         assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any
                                         material instances of noncompliance described in such reports have been provided to the
                                         Certificate Administrator and the Depositor for disclosure in such annual report on Form
                                         10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Trust and Servicing Agreement.


 


Date:_________________


 


	 	[IDENTIFY
PARTY]
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:




 



    Exhibit Y-2